Terms of Service – Affiliate Referral Partner Program

Last Updated: July 5, 2024

 

PLEASE READ THESE REFERRAL PROGRAM TERMS (THIS “AGREEMENT”) CAREFULLY. BY APPLYING TO OR PARTICIPATING IN THE AFFILIATE REFERRAL PROGRAM (THE “PROGRAM”) AND/OR BY CLICKING A BUTTON AND/OR CHECKING A BOX MARKED “CONFIRM,” “I AGREE,” OR SOMETHING TO THAT EFFECT, YOU (AS DEFINED BELOW) SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED HEREIN BY REFERENCE. NOTE THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE IN SECTION 12 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER CLAUSE (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS (AS DEFINED BELOW), YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN DO NOT PARTICIPATE (OR CONTINUE TO PARTICIPATE) IN THE PROGRAM.

This Agreement applies to each individual or entity (“Affiliate,” “you,” or “your”) participating in the Program, which is operated by iyotee, Inc. dba KnowledgeNetKnowledgeNet.ai (“KnowledgeNet,” “us,” “we,” or “our”). This Agreement complements, and hereby incorporates by this reference, KnowledgeNet’s Terms of Use, currently available at https://KnowledgeNet.ai, as they may be updated from time to time (“Terms of Use”). In the event of any conflict or inconsistency between the Terms of Use and this Agreement, this Agreement will control to the extent of such conflict or inconsistency.

If you are a company, organization, or other entity (“Entity Affiliate”), then (a) you are solely responsible for all acts and omissions of your employees, contractors, agents, and other representatives (collectively, “Affiliate Representatives”), and any act or omission by an Affiliate Representative that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you; and (b) you will make each Affiliate Representative aware of this Agreement’s provisions, as applicable to such Affiliate Representative, and you will cause each Affiliate Representative to comply with such provisions.

1. Program Enrollment & Eligibility

To apply for participation in the Program, you must: (a) agree to this Agreement; (b) submit an application to participate in the Program; and (c) provide a valid account for a payment processor acceptable to us, in our sole discretion (“Payment Method”) (collectively, the “Enrollment Requirements”). After your completion of the Enrollment Requirements, you may be accepted into, and enrolled in, the Program. Acceptance into and continued participation in the Program may be granted, denied, withheld or revoked in our sole discretion as KnowledgeNet reserves the right to re-evaluate your enrollment in the Program at any time. Affiliate Representatives who complete the Enrollment Requirements on behalf of an Entity Affiliate must be authorized to agree to this Agreement on the Entity Affiliate’s behalf. You are not eligible to rejoin the Program if you were previously removed from the Program by KnowledgeNet.

2. Representations & Warranties

2.1         By participating in the Program, you represent and warrant the following:

• you will satisfy all of your obligations under this Agreement in a manner consistent with all applicable local, state, and federal laws, rules, and regulations (collectively, “Applicable Laws”); and
• you have the authority to bind yourself or if applicable an Entity Affiliate to this Agreement without the approval or consent of any other party; and
• the performance of your obligations under this Agreement do not and will not constitute a breach of, or conflict with, any other agreement or arrangement by which you are bound; and
• you have express permission and all necessary rights to use reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of (as applicable) any and all materials (such as text, images, graphics, illustrations, logos, trademarks, and service marks) that are owned by third parties and that you use in connection with the Program and/or the Affiliate Channel(s); and
• neither the Affiliate Channel nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program (collectively, “Affiliate Materials”) will infringe on our or anyone else’s copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”), publicity rights, privacy rights, or other rights; and
• you have sufficient right, title, and interest in and to the rights granted to us in this Agreement such that the rights you grant are valid, complete, and do not and will not infringe any third-party rights, nor violate any Applicable Laws; and
• you will not, directly or indirectly, (i) engage in any unfair, anti-competitive, unethical, misleading, or deceptive acts or practices in connection with this Agreement and/or the Program, including, without limitation, any acts that are or might be detrimental to the public or to the goodwill or reputation of KnowledgeNet, our products and/or services, the Program, and/or the Licensed Materials, including any dissemination, display, or use of any false, misleading, or deceptive representations, depictions, or materials for or in connection with the Program; (ii) make any promises, representations, warranties, or other commitments: (A) actually, apparently, or impliedly on KnowledgeNet’s behalf, or (B) concerning or relating to our products or services that are neither consistent with the Terms of Service nor pre-approved by KnowledgeNet in writing; or (iii) make any payments or gifts, or offers or promises of payments or gifts, of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof in connection with this Agreement and/or the Program.

2.2         A breach of the above representation and warranty is a material breach of this Agreement and will result in immediate removal from the Program. You are prohibited from advertising to, or otherwise engage in commercial activities with, persons or businesses residing in Prohibited Countries while participating in the Program.

3. Commissions

3.1         Referrals Process. If you are accepted into, and enrolled in, the Program, you will receive a unique URL (“Affiliate Link”) that you may display on your website(s), social media page(s), and/or other applicable channel(s) (collectively, including the content contained therein, “Affiliate Channels”), in order to facilitate referrals. Use of the Affiliate Link on Affiliate Channels and referrals made through the Affiliate Link are subject to the terms and conditions of this Agreement and any other guidelines we may make available to you.

3.2         Each entity that, within ninety (90) days of clicking on your Affiliate Link, subscribes to a paid plan for KnowledgeNet products or services described at https://knowledgenet.ai/pricing/ (each such entity, a “Customer,” and, each such paid plan, a “Subscription”), is a successful referral (“Referral”). For each Referral of (a) a monthly plan you will receive fifteen percent (15%) of the revenue actually received by KnowledgeNet (excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like) for the first year of the applicable Subscription  (“Commission”). As a Program participant, you will receive access to a dashboard designed to assist you in tracking clicks on your Affiliate Link, Referrals, and your eligibility for Commissions (the “Dashboard”). For clarity, KnowledgeNet is not obligated to provide any payment or compensation of any type beyond that of earned Commissions, if any.

3.3         Exclusions. Notwithstanding anything to the contrary in this Agreement, you will not be entitled to, and KnowledgeNet will be under no obligation to pay Commissions under the following circumstances:

• if such payment would constitute a violation of any Applicable Laws, or if we deem, in our sole discretion, that you violated any terms of this Agreement; or
• if the Customer is a past or current customer of any KnowledgeNet products and/or services at the time of such Customer’s clicking on your Affiliate Link; or
• if KnowledgeNet has already been engaged in communications with the Customer at the time of such Customer’s clicking on your Affiliate Link; or
• if the entity referred does not meet the above definition of “Customer.”

3.4         Limitations. Notwithstanding anything to the contrary in this Agreement, payment of Commissions will be subject to the following limitations:

3.4.1     Any payments made by a Customer to KnowledgeNet for products and/or services other than the Subscription (including, without limitation, support, implementation, and/or training services, as well as, “AI Assist,” “AI Intelligence” and other such packages) are not eligible for, and will not be included in the calculation of, Commissions.

3.4.2     The right to receive Commissions for a Referral will cease effectively upon the earliest of: (A) the one-year anniversary of the applicable Subscription, (B) the termination of this Agreement, and (C) the termination of your participation in the Program (whether you withdraw from the Program, or we terminate your participation).

3.4.3     The Commission will be attributable only to the last Affiliate Link on which the applicable Customer clicked before purchasing the Subscription. For example, if a prospective Customer clicks on an Affiliate Link provided by Affiliate X, but then clicks on an Affiliate Link provided by Affiliate Y and purchases a Subscription, then Affiliate Y will receive the full Commission applicable to such Subscription, even if the Subscription purchase is within ninety (90) days of the date on which such Customer clicked on Affiliate X’s Affiliate Link and Affiliate X meets all other conditions set forth in this Agreement regarding Commissions. Commissions will not be split or transferred under any circumstances.

3.5         Payment of Commissions. Commissions earned for each Referral will become payable thirty (30) days after KnowledgeNet’s receipt of payment for the applicable Customer’s Subscription. After this thirty (30) day period, the Commission will appear within the Dashboard (with the exception of holidays, weekends, and company closures, in such cases the Commission will appear on or about the next business day). Commissions are up for processing according to a cadence that matches the applicable Customer’s payment terms. For example, if Customer A pays KnowledgeNet for a monthly Subscription, you will be entitled to Commissions for each of the first twelve (12) consecutive months during which Customer A pays for such Subscription; if Customer B pays KnowledgeNet for an annual Subscription, you will be entitled to one payment of Commissions (in each case, provided that all other conditions set forth in this Agreement regarding Commissions are met).

3.6         Customer Refunds. If a refund is issued to a Customer (including, without limitation, due to such Customer’s cancellation of its Subscription), or a payment from a Customer is charged back or reversed, after the Commission associated with such payment by Customer has already been made available in your Payment Method, then KnowledgeNet will, at its option: (i) debit your Payment Method for an amount equal to such refund, chargeback, or reversal amount, (ii) reduce or set off against any future Commissions due to you hereunder by an amount equal to such refund, chargeback, or reversal amount, or (iii) invoice you for an amount equal to such refund, chargeback, or reversal.

3.7         Taxes. You are solely responsible for all taxes, duties, excises, and other charges imposed by any government entity, and for any and all reporting requirements related to your Commissions. KnowledgeNet may withhold from any amounts due to you hereunder (or, when appropriate, invoice you for) any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like that are assessed against KnowledgeNet at any time in connection with Commissions. Notwithstanding anything to the contrary herein, you may be required to provide information and/or to complete and provide tax documentation (including, without limitation, a completed IRS Form W-9 or W-8BEN) as a condition to receiving Commissions, and you will provide any and all information and/or documentation reasonably requested by KnowledgeNet to comply with any tax reporting obligations of any jurisdiction. You understand and acknowledge that KnowledgeNet may issue a Form 1099 in the event that Commissions equal $600 (or the then-current minimum amount established by the IRS for 1099 reporting) or more in a given year.

4. Program Rules

In order to remain in the Program, you must comply with all of the requirements and restrictions outlined in this Section. Failure to comply with the requirements and restrictions of this Section is a material breach of the Agreement and shall result in immediate removal from the Program.

4.1         Compliance with Law. Your actions in connection with the Program including but not limited to your use of the Affiliate Link, the Affiliate Channel(s), and any Affiliate Materials do not and will not violate any Applicable Laws, including, without limitation, applicable state privacy laws, the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council, and any other applicable data protection or privacy laws (collectively, “Privacy Laws”); the CAN-SPAM Act and the Telephone Consumer Protection Act; the U.S. Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising and guidance on Cross-Device Tracking the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising, Principles of Transparency and Control to Data Used Across Devices, and Self-Regulatory Principles to the Mobile Environment and all applicable sanctions programs administered by, and restrictions imposed by, OFAC.

4.2         General Restrictions. Program participants are prohibited from engaging in the following activities:

• Affiliate Link manipulation or modification of any kind;
• Engage in any behaviors that are fraudulent, abusive, or harmful to KnowledgeNet (including, without limitation, the Site (as defined below)) and/or the Program, as determined by us in our sole discretion;
• Utilizing an Affiliate Channel that in any way copies, resembles, or mirrors the look and feel of KnowledgeNet’s website, (including any successor and related sites, the “Site”), and creating the impression that any Affiliate Channel is the Site or any part of the Site, including by framing of the Site in any manner;
• Engaging in cookie stuffing or including pop-ups or false or misleading links on any Affiliate Channel, as well as attempting to mask the referring URL information (i.e., the page from which the click is originating);
• Using your Affiliate Link to purchase a Subscription (A) for your entity or your parent, subsidiary, or affiliate entities, or (B) for yourself, your employer, or any other organization to which you provide services;
• Sending your Affiliate Link or any marketing messages in connection with the Program to any third party via SMS or text message;
• Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking);
• Sending unsolicited bulk-emails (spam) that contain your Affiliate Link or otherwise in connection with the Program;
• Displaying your Affiliate Link on sites and/or apps that contain or reference, nudity, pornography or other sexually explicit materials; weapons or graphic violence (including any violent video game images); alcohol, drugs, tragedy, transportation accidents, sensitive social issues, fake news, or gambling; or content that is offensive, obscene, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), that is solicitous of any unlawful or offensive behavior, or that may create a risk or threat of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person or animal (collectively, “Offensive and Harmful Materials”), in each case as determined by us in our sole discretion;
• Utilizing an Affiliate Channel and/or Affiliate Materials that contain or reference Offensive and Harmful Materials;
• Offering any discount, coupon, free trial, promo code, or other promotional offer in relation to the Program or any Subscription that is not expressly authorized by KnowledgeNet in writing in advance;
• Utilizing an Affiliate Channel and/or Affiliate Materials that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to, or are likely to, damage, interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information (as defined below);
• Utilizing an Affiliate Channel and/or Affiliate Materials that contain software, or use technology, that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website, including, without limitation, toolbars, browser plug-ins, extensions, and add-ons; and
• Promoting any KnowledgeNet products or services through a sub-affiliate network, unless expressly permitted in writing by KnowledgeNet
• Pay-Per-Click (“PPC”) Restrictions.

4.3         “Restricted Terms” as used in this Section and elsewhere in the Agreement shall refer to the use of KnowledgeNet, KnowledgeNet.ai. AI KnowledgeMap™, AI Pathfinder™, AI Assist™, AI Intelligence™, and any variations or alternative spellings of the foregoing, accompanied by any of the following terms “coupon,” “discount code,” “discount,” “promo code,” “promo,” “sale(s),” and/or “deal(s).”

4.4         Affiliates are subject to the following PPC Restrictions:

• You may not bid on any Restricted Terms, including any variations or alternative spellings thereof, for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, or any other network.
• You may not use any Restricted Terms, including any variations or alternative spellings thereof, in sequence with any other keyword.
• You may not use any Restricted Terms in your ad title, ad copy, or display name, or as the display URL of any Affiliate Channel.
• You may not use any of our trademarked terms as part of the domain or sub-domain for any Affiliate Channel.
• You may not direct link to the Site from any PPC ad, nor use redirects that yield the same result. Prospective Customers must be directed to an actual page on an Affiliate Channel. Violations of this Section may result in any of the following consequences at our sole discretion:(a) forfeiture of any and all Affiliate or Agency Fees or such Affiliate or Agency Fees accrued, directly or indirectly, pursuant to the violation and/or (b) terminate your participation in the Program, upon notice to you.

4.5         Social Media Guidelines. To the extent you advertise or promote Subscriptions on Facebook, Twitter, Instagram, YouTube, Pinterest, TikTok, and/or other social media platforms (collectively, “Social Media Platforms”) you will comply with the following guidelines:

• Do not post your Affiliate Link on our or on any third party’s Social Media Platforms, nor on the Site;
• Do not create any Social Media Platform accounts, forums, or groups (including, without limitation, Facebook Groups) that include any of our names, trademarks, service marks, or logos in the page/group/forum name and/or username; and
• All posts to Social Media Platforms that contain your Affiliate Link or any content about KnowledgeNet, the Program, and/or our products and services, including, without limitation, Subscriptions, must include at least one of the following terms: “Sponsored,” “Ad,” “Paid Ad,” or “Advertisement,” with or without a hashtag symbol (e.g., “#sponsored”).
• Privacy Restrictions. Without limiting the generality of this “Program Rules” Section, in your capacity as an Affiliate, you are required to comply with all applicable Privacy Laws with respect to your interactions with all individuals (including, without limitation, representatives of Customers and of prospective Customers). Examples of such compliance include:
  • not collecting Personal Information (as defined below) about any individual unless you have provided notice to, and obtained any applicable consent of, the individual in question, in each case in accordance with Applicable Laws. “Personal Information” refers to any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person or household (including, without limitation, names, email addresses, and phone numbers), or “personal information” or “personal data,” as those terms are defined under applicable Privacy Laws;
  • not, under any circumstances, engaging in “scraping” or any other form of automated data collection to collect Personal Information; and
  • not contacting people with promotional materials unless they have consented, as applicable, to being contacted through the medium you use, and you do so in accordance with Applicable Laws.

Additionally, you agree to promptly notify KnowledgeNet in the event of any Privacy Incident (as defined below), and to fully cooperate with KnowledgeNet in the event that KnowledgeNet escalates requests your cooperation with respect to, any Privacy Incident. A “Privacy Incident” refers to any confirmed or reasonably suspected accidental, unlawful, or unauthorized collection, processing, destruction, loss, alteration, or disclosure of, or access to, Personal Information by you or on your behalf, and includes, without limitation, any allegation that you have not properly provided notice with respect to, or have not properly obtained consent to, collect Personal Information; or that you engaged in phone calls or email messages, or collected data, in a manner inconsistent with your privacy policy, this Agreement, and/or Applicable Laws.

4.6         FTC Disclosure Requirements

As an Affiliate you are required to include a disclosure statement that is in compliance with all FTC Guidelines (as defined below) (each, a “Material Connection Disclosure Statement”) within any and all Affiliate Channels and any other content that includes your Affiliate Link. Each Material Connection Disclosure Statement must clearly and concisely state that we may compensate you in connection with your participation in the Program. Any statements you make about KnowledgeNet, the Program, and/or our products and services, including, without limitation, Subscriptions, must reflect your honest opinions, beliefs, and/or experiences, and cannot be false, misleading, or unsupported. Each Material Connection Disclosure Statement you make must adhere to the following guidelines:

• it appears as close as possible to the claim(s) to which it relates;
• it is placed above the fold such that scrolling is not necessary to find the Material Connection Disclosure Statement; and
• it is not solely in the form of a pop-up.

As used in this Agreement, “FTC Guidelines” refers to without limitation, the FTC’s “Dot Com Disclosures” guidelines the FTC’s Endorsement Guides, the FTC’s Native Advertising guidelines, and any other applicable FTC guidelines that are available or become available from time to time, in each case as may be amended or updated from time to time.

4.7         Maintenance of Affiliate Channel(s)

The maintenance and the updating of the Affiliate Channel(s) will be your sole responsibility. We have the right to monitor the Affiliate Channel(s) at any time to determine their compliance with the terms and conditions of this Agreement. We will notify you of any changes to the Affiliate Channel(s) that must be made for your participation in the Program to continue. If you do not promptly make the requested changes to the Affiliate Channel(s), we may terminate your participation in the Program, effective immediately upon written notice to you.

4.8         Audits

You will maintain accurate and complete records relating to your conduct in connection with the Program during your participation in the Program and for three (3) years thereafter. Upon request, you will enable KnowledgeNet or its designated service provider to audit your records and other relevant materials to verify your compliance with this Agreement and any other guidelines we may make available from time to time. In addition, you will promptly provide such records and other materials, as well as all other cooperation and assistance, as may be reasonably requested by KnowledgeNet from time to time. You will promptly notify KnowledgeNet in writing of any inquiry received by you from any news media, reporter, publication, trade association, or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to KnowledgeNet, the Program, or your conduct under this Agreement and/or in connection with the Program.

4.9         Modification

KnowledgeNet reserves the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program in its sole discretion, at any time, for any or no reason, including by discontinuing or changing the terms applicable to the Affiliate or Agency Fees, or by merging the Program with another program. If we make changes to this Agreement, we will post the amended Agreement at https://www.KnowledgeNet.ai/terms/affiliate-partner-program and update the ‘last modified’ date at the top of the page. We may also attempt to notify you of such changes in other ways, including via email. Unless otherwise stated by us in writing, the amended Agreement will be effective immediately upon its posting, and your continued participation in the Program after the amended Agreement is posted will confirm your acceptance of the changes. If you do not agree to the amended Agreement, your only recourse is to stop participating in the Program.

5. Termination

We may terminate this Agreement and/or your participation in the Program in accordance with the terms hereof. You may terminate your participation in the Program by giving us at least ten (10) days’ written notice. Upon termination, (a) you must immediately cease all activities in connection with the Program, (b) you must immediately cease all use of, and remove from the Affiliate Channel(s), your Affiliate Link and all materials provided by or on behalf of us to you (including all Licensed Materials (as defined below)) in connection with the Program, and (c) you will cease accruing rights to Affiliate or Agency Fees. Any outstanding payment obligations and all provisions that, by their nature, should survive the termination of this Agreement and/or your participation in the Program, including, without limitation, terms which contemplate survival of this Agreement shall so survive its termination.

6. Licensed Materials; Ownership

6.1         License Grant. Subject to your continuing compliance with the terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right, solely in connection with your Affiliate Link, and subject to any branding guidelines made available by KnowledgeNet in writing (which may be updated from time to time), to use and display our logos, trade names, trademarks, and similar identifying materials that are designated by us in writing for such purpose, as well as marketing and advertising materials that we may provide to you or authorize for such purpose (collectively, the “Licensed Materials”).

6.2         License Restrictions. Your license to use the Licensed Materials in accordance with the “License Grant” Section above may be revoked in the event that you are no longer a member in good standing of the Program, as determined by us, in our sole discretion. All uses of the Licensed Materials will be on behalf of KnowledgeNet and all goodwill associated therewith will inure to the sole benefit of KnowledgeNet. If any ownership rights in or to the Licensed Materials (or any portion thereof) vest in you, you will, and hereby do, assign to KnowledgeNet all of your rights, title, and interest in and to the same. You may not use your Affiliate Link or the Licensed Materials in any manner that is disparaging, misleading, or obscene, or that otherwise portrays KnowledgeNet in a negative light, as determined by us, in our sole discretion.

6.3         Reservation of Rights. Except for the limited right granted to you under the “License Grant” Section above, you do not obtain any rights under this Agreement under any Intellectual Property Rights of KnowledgeNet or its licensors. KnowledgeNet reserves all rights not expressly granted herein in and to the Site and all materials therein or transferred thereby, including, without limitation, software, images, text, illustrations, graphical artwork and graphics, photographs, audio, videos, music, patents, and copyrights; your Affiliate Link; the Licensed Materials; any technical specifications and/or guidelines we may make available; our products and services; and our domain name(s). KnowledgeNet does not grant any implied licenses under this Agreement under any theory.

6.4         Feedback. To the extent you or any Affiliate Representative provide(s) any suggestions, recommendations, or other feedback relating to the Program or any KnowledgeNet products or services, (collectively, “Feedback”), such Feedback is non-confidential, and you hereby grant, and you represent and warrant that you have all rights necessary to grant, to KnowledgeNet, on behalf of yourself and any such Affiliate Representative(s), a non-exclusive, perpetual, irrevocable, transferable, royalty-free, and worldwide license, with the right to grant and authorize sublicenses, to implement, use, modify, and otherwise exploit, in any way, without restriction, the Feedback, without any fees, attribution, or other obligations to you, any Affiliate Representative, or any third party.

7. Confidentiality

7.1         Definition. “Confidential Information” means any non-public information disclosed by KnowledgeNet to you, directly or indirectly, whether in writing, orally, or otherwise, under or in connection with this Agreement and/or the Program.

7.2         Obligations. Subject to applicable laws or court orders compelling disclosure, you will not disclose any Confidential Information to any third party, provided that you may disclose Confidential Information to such Affiliate Representatives (if any) that are bound to you by non-use and non-disclosure obligations applicable to the Confidential Information that are at least as restrictive as those obligations set forth herein. You will protect all Confidential Information using at least the same degree of care you would use to protect your own confidential information of like importance, but in no event less than reasonable care. You will not use Confidential Information for any purpose other than the purpose for which it was disclosed to you.

7.3         Compelled Disclosure. If any Confidential Information is required to be produced by Applicable Laws, you will promptly notify KnowledgeNet of such requirement and you will cooperate with KnowledgeNet to obtain an appropriate protective order prior to such disclosure. In the event that KnowledgeNet is unable to obtain a protective order or other appropriate remedy, or if it so directs you, you will furnish only that portion of the Confidential Information that is required, and you will exercise your best efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information.

7.4         Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause harm not compensable by damages, and, accordingly, KnowledgeNet may seek injunctive or other equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information from any breach or threatened breach of this “Confidentiality” Section.

7.5         Return/Destruction. All Confidential Information is and remains the property of KnowledgeNet or its licensors, as applicable. Promptly upon KnowledgeNet’s request, you will return all documents and other materials containing, representing, and/or embodying Confidential Information, and all copies thereof, to KnowledgeNet, or, at KnowledgeNet’s option, securely destroy same and certify destruction.

8. Release

You hereby release, on behalf of yourself and any Affiliate Representatives, KnowledgeNet from any and all Losses arising out of or related to a dispute between you and a third party (including any other Affiliate) in connection with the Program. In addition, you waive, on behalf of yourself and any Affiliate Representatives, any Applicable Laws that says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN RELEASING PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY RELEASING PARTY WOULD HAVE MATERIALLY AFFECTED RELEASING PARTY’S SETTLEMENT WITH THE RELEASED PARTY.”

9. Indemnification

You will indemnify, hold harmless, and (at KnowledgeNet’s option) defend KnowledgeNet and its affiliates, and its and their respective directors, officers, employees, consultants, agents, shareholders, partners, members, and other owners (collectively, “KnowledgeNet Indemnitees”), against any and all Losses arising out of or in connection with any third-party claim resulting from of or related to: (a) your conduct in connection with the Program and/or this Agreement, including the actions and omissions of Affiliate Representatives; (b) allegations that any content or other material you use, distribute, reproduce, modify, publish, list information regarding, edit, translate, syndicate, make derivative works of, display, or perform on the Affiliate Channel(s) or otherwise in connection with the Program and/or this Agreement infringes, misappropriates, or violates any Intellectual Property Right or right of publicity (except to the extent such content or material is unmodified Licensed Material); (c) any claim related to the Affiliate Channel(s); (d) allegations that any of the messages you send or your communications, or your participation in, or activities conducted in connection with, the Program violate any Applicable Laws; I your failure to satisfy any debt, obligation, or liability, including your failure to pay any taxes for which you are responsible or your failure to comply with your obligations to any Affiliate Representative, including payment of wages, provision of benefits, and payment of employment taxes; or (f) your breach of this Agreement, including any of your representations, warranties, or obligations hereunder (each, an “Indemnified Claim”). Unless KnowledgeNet directs otherwise in writing or elects to control the defense of any Indemnified Claim, you will assume the defense of the Indemnified Claim through counsel designated by you and reasonably acceptable to KnowledgeNet, and KnowledgeNet may, at its expense, participate in the defense of the Indemnified Claim with its own counsel. You will not settle or compromise any Indemnified Claim, nor consent to the entry of any judgment, without the prior written consent of KnowledgeNet. KnowledgeNet will reasonably cooperate with you in the defense of an Indemnified Claim, provided that you reimburse KnowledgeNet for its costs and expenses as they are incurred to provide such cooperation.

10. Disclaimer

10.1       THE PROGRAM, YOUR AFFILIATE LINK, THE SITE, THE DASHBOARD, AND THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. KNOWLEDGENET HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN CONNECTION WITH THE FOREGOING, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SITE, DASHBOARD, OR PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR LOSS OF DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KNOWLEDGENET SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF COMPENSATION AND ANY ECONOMIC OR OTHER BENEFIT THAT YOU MAY EARN OR RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PROGRAM.

10.2       YOU UNDERSTAND THAT, IN THE COURSE OF CONDUCTING ACTIVITIES RELATED TO THE PROGRAM, YOU MAY INTERACT WITH THIRD PARTIES THAT MAY POSE HARM OR RISK TO YOU OR OTHERS. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE PROGRAM. KNOWLEDGENET, ON BEHALF OF ITSELF AND THE KNOWLEDGENET INDEMNITEES, EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU OR ANY OTHER AFFILIATE OR ANY OTHER THIRD PARTY.

11. Limitation of Liability

IN NO EVENT WILL THE KNOWLEDGENET INDEMNITEES BE LIABLE FOR: (a) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS OR REVENUES OR DIMIUNTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE PROGRAM; OR (b) ANY AMOUNT, IN THE AGGREGATE, GREATER THAN THE AFFILIATE OR AGENCY FEES PAID AND/OR PAYABLE TO YOU HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF: (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER ANY KNOWLEDGENET INDEMNITEE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (WHETHER CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

12.1       Governing Law. This Agreement will be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing this Agreement, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Laws. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you live or reside (if applicable) or of the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction in accordance with the “Equitable Relief” Section hereinbelow, and/or to prevent the actual or threatened infringement, misappropriation, or violation of our data security or Intellectual Property Rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that New York is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.

12.2       Arbitration Agreement. READ THIS SECTION (AND ITS SUBSECTIONS) CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM KNOWLEDGENET. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and KnowledgeNet that arises out of or relates to, directly or indirectly: (i) this Agreement, including the formation, existence, scope, breach, termination, enforcement, interpretation, validity, and/or enforceability thereof; (ii) the Program and any related transactions; (iii) the Affiliate Channel(s), the Site, the Dashboard, and/or your Affiliate Link; and/or (iv) any other aspect of your relationship or transactions with KnowledgeNet, directly or indirectly (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.

12.2.1   Opt-Out. If you are new to the Program, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting this Agreement by emailing KnowledgeNet at partners@KnowledgeNet.ai with your full, legal name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or the courts in which any disputes must be brought.

12.2.2   Process For any Claim, you agree to first send an email containing your name, address, and contact information, the facts giving rise to the Claim, and the relief requested to partners@KnowledgeNet.ai (such email, the “Notice of Claim”), and to attempt to resolve the Claim with us informally. In the unlikely event that KnowledgeNet and you have not been able to resolve your Claim within ten (10) days of the Notice of Claim, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the “Arbitrator”), under the Optional Expedited Arbitration Procedures then in effect, excluding any rules or procedures that would permit class actions or other representative actions (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. JAMS may be contacted at www.jamsadr.com, where the Rules are also available. The arbitration will be conducted in the U.S. county in which you live or reside (if applicable) or in New York County, New York, unless you and KnowledgeNet agree otherwise. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and KnowledgeNet agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, and/or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement, or any provision of this Agreement, is unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

12.2.3   Equitable Relief. Nothing in this Arbitration Agreement will be deemed as: preventing KnowledgeNet from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security or Intellectual Property Rights; or preventing you from asserting claims in a small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

12.2.4   If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in full force and effect, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

12.2.5   Class Action/Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE AFFILIATE’S CLAIMS. YOU AND KNOWLEDGENET AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER AFFILIATES. YOU AND KNOWLEDGENET FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND KNOWLEDGENET ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

13. Miscellaneous

13.1       Independent Contractor. Affiliate is an independent contractor of KnowledgeNet, and this Agreement will not be construed to create any association, partnership, joint venture, employer-employee, or agency relationship between Affiliate and KnowledgeNet for any purpose. Affiliate has no authority (and will not hold itself out as having authority) to bind KnowledgeNet, and Affiliate will not make any agreements or representations, nor accept any offers, on KnowledgeNet’s behalf without KnowledgeNet’s prior written consent. Without limiting the generality of the foregoing, neither Affiliate nor any Affiliate Representative will be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by KnowledgeNet to its employees, and KnowledgeNet will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Affiliate’s behalf. Affiliate will be responsible for, and will indemnify KnowledgeNet for, from, and against, all such taxes or contributions, including penalties and interest. Affiliate will be fully responsible for the Affiliate Representatives (if any) and will indemnify KnowledgeNet against any claims made by or on behalf of any Affiliate Representatives.

13.2       Assignment. Affiliate may not assign, transfer or delegate this Agreement, nor any of its rights or obligations hereunder, without the prior written consent of KnowledgeNet. KnowledgeNet may assign this Agreement, in whole or in part, without restriction. Any purported assignment in violation of this “Assignment” Section is null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

13.3       Entire Agreement. This Agreement represents the entire agreement between us and you with respect to the Program, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, oral or written, with respect thereto.

13.4       Construction. The headings and titles contained in this Agreement are included for convenience only and will not limit or otherwise affect the terms of this Agreement. The use of the terms “include,” “includes,” or “including” is illustrative and not limiting.

13.5       Severability. Except as otherwise stated in the Arbitration Agreement, if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

13.6       No Waiver. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or of any other term, and KnowledgeNet’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.

13.7       KnowledgeNet Customers. All Customers are our customers. All of our standard policies and operating procedures will apply to all Customers. We may change our policies and operating procedures at any time. The prices of our products and services, including, without limitation, of Subscriptions, and the availability thereof, may vary from time to time.

13.8       No Exclusivity. This Agreement will not be construed to be a commitment by KnowledgeNet to collaborate exclusively with you with respect to any business activities. You acknowledge that we may, at any time, admit others into the Program. You have independently evaluated the desirability of participating in the Program, and you are not relying on any representation, guarantee, or statement other than the terms set forth in this Agreement. This Agreement will in no way limit our right to sell any products and services, including, without limitation, Subscriptions, directly or indirectly, to any current or prospective customers.

13.9       No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

13.10    Contact. Please contact us at partners@KnowledgeNet.ai with any questions regarding this Agreement.