Affiliate Program Agreement

Acceptance into a Program is at the sole discretion of Dub, and Dub may reject or deny your application for any reason. Any information collected during Dub’s registration or application process will be handled in accordance with our Privacy Policy. Once accepted into the Affiliate Program, you shall be a “Partner” and may be eligible to earn Commissions by creating, sharing, or distributing content about Dub in accordance with this Agreement and the Program Guidelines. Dub may terminate your participation in a Program at any time and for any reason.

You must comply with this Agreement to participate in a Program and receive any Commissions. We may, but are not obligated to, monitor your website or marketing channels at any time to determine if you are complying with this Agreement and our Program Policies.

Misconduct

If you violate this Agreement, the Program Policies, or any other applicable terms and conditions, then – in addition to any other rights or remedies available to us – we may, to the fullest extent permitted by law, permanently withhold all Commissions otherwise payable to you under this Agreement, whether or not directly related to the violation, without notice and without prejudice to any right to recover damages in excess of that amount. If your Dub account is deactivated prior to payout, you will not be eligible to receive any Commissions, even if all other requirements have been met.

To receive Commissions under our Affiliate Program, the following terms apply:

2.1 Commission Payout. Eligible Participants will receive compensation (“Commissions”) as set forth in our Program Policies. Dub reserves the right to withhold or deduct Commissions if it determines or reasonably believes that the Commissions were issued in error, were fraudulent or illegal, or resulted from any violation of this Agreement or any other applicable agreement between you and Dub. To be eligible to receive Commissions under the Affiliate Program, you must:

• accept this Agreement and any other applicable terms of service;
• complete all steps necessary to create your account
• provide and maintain a valid, up-to-date payment method in your account;
• complete all required tax documentation necessary for Dub or its third-party program administrator to process any payments owed to you.

2.2 Payments. Dub has appointed Stripe, Inc., and in countries where Stripe is not supported, PayPal Holdings, Inc., to facilitate Commission payouts to Partners. By participating in the Affiliate Program, you agree that you have carefully read, understood, and accepted the applicable platform terms and conditions of Stripe (or PayPal, if applicable). You acknowledge that accepting the terms and conditions of the applicable payment provider is a precondition to entering into this Agreement.

2.3 Taxes. You are responsible for paying all taxes, duties, or other governmental charges (“Taxes”), if any, that are imposed on any Commission payments made to you.

2.4 Unique Affiliate Links. As a Participant, you may be provided with a unique link (“Affiliate Link”) to the Dub website that is associated with your account. When a customer clicks through your Affiliate Link and subscribes to Dub’s software-as-a-service product (“Services”), you may earn Commission income for qualifying subscriptions, as described in and subject to the limitations set forth in the applicable Program Policies.

You may only use your Affiliate Link on properties and in content that you own or control. If Dub requests that you remove an Affiliate Link from any property or content, you must comply within twenty-four (24) hours. Failure to comply may result in suspension or termination of your participation in the Program and/or forfeiture of any payments, as determined by Dub in its sole discretion.

2.5 Affiliate Link Commission Eligibility. You will only be eligible for a Commission payment for customer transactions that are completed through your Affiliate Link. If a prospective customer does not complete a purchase or register to use the Services within ninety (90) days after clicking your Affiliate Link (the “Attribution Window”), you will not be eligible for a Commission payment, even if that customer later subscribes directly by visiting Dub’s website or through another link.

Customers who begin the subscription process through your Affiliate Link but complete their subscription through a Dub account executive or other sales-assisted process will not result in a Commission payment. Unless expressly stated otherwise in the Program Policies, you are eligible to receive a Commission payment for a customer’s initial subscription and any follow-on purchases or subscriptions for up to one year from the initial subscription date.

A Commission will not be payable if, at or before the time the customer used your Affiliate Link, that customer was already a Dub customer or was actively engaged in the sales process with Dub. Dub will not be liable for any errors by you or a customer in using your Affiliate Link, even if those errors reduce the amounts that would otherwise be paid to you under this Agreement.

Only one Participant can earn a Commission for a single customer referral. If multiple participants claim credit for the same referral, Dub will have sole discretion to determine which participant is entitled to the Commission, based on Dub’s tracking systems.

2.6 Maximum Commission Payment. Dub reserves the right to set a maximum amount of Commissions you can earn as a Participant. It is your responsibility to review the Program Guidelines for the current maximum limits, which may be updated by Dub at any time. Any changes to the maximum Commission will take effect immediately upon being posted in the Program Guidelines. If you reach the maximum Commission, Dub may, at its sole discretion, terminate your eligibility to continue participating in the Affiliate Program. You may not create multiple Dub accounts to circumvent the maximum limit, and Dub may withhold or deny any amounts that exceed the maximum Commission.

2.7 Bounties. Dub may invite you to participate in marketing challenges and earn bounties (“Bounties”), such as by creating content or performing designated activities for social media or other channels. You may receive a flat fee for completing qualifying Bounties, as described in the applicable bounty terms and conditions and in accordance with any Program Policies. Participation in any Bounty is optional, and payment is not guaranteed unless the Bounty is completed in full and approved by Dub in its sole discretion.

To be eligible for a Bounty payment, you must submit all required deliverables in the format, location, and by the deadline specified by Dub. Dub will review each submission to determine whether it meets all requirements outlined in the bounty terms and conditions and Program Policies. Dub reserves the right, in its sole discretion, to approve or reject any submission, including for failure to meet quality standards, brand guidelines, or content requirements. Only approved submissions will qualify for payment of the applicable Bounty.

We authorize you to market and promote Dub and our Service to potential customers in accordance with this Agreement.

3.1 Restrictions. In connection with your participation in the Affiliate Program, you expressly agree to abide by the following restrictions:

• No spamming. You agree not to “spam” or send unsolicited communications to anyone in connection with promoting Dub, and you will comply at all times with any applicable laws (e.g., the Telephone Consumer Protection Act (“TCPA”), the EU ePrivacy Directive). You must promptly honor all “opt-out,” “do not call,” and “do not send” requests.
• No misrepresentations. You agree to market the Services fairly and accurately. You agree that you will not attempt to mislead anyone in connection with the Affiliate Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not impersonate another person or entity; misrepresent your relationship with Dub or any other third party; use any marketing content or materials that inaccurately portrays being made by Dub; or create fake accounts, blogs, webpages, profiles, websites, links, “deepfakes” or messages.
• No prohibited content. You agree to comply with Dub’s Brand Guidelines (https://dub.co/brand). You must not use your Affiliate Link in connection with any of the following:
  • defamatory content concerning Dub or third parties;
  • offensive, abusive, intimidating, harassing or objectionable content, such as content which promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual, that is sexually explicit, obscene and/or contains nudity, or contains images or references to drugs, alcohol, or weapons;
  • someone else’s brand name or intellectual property without their explicit written consent, including as celebrities, public or private figures or competitors;
  • any political and/or religious statement.
• Additional restrictions. You agree that you will not:
  • use your Affiliate Link to purchase Dub’s Services for yourself;
  • purchase ads that direct to your site(s) through an Affiliate Link that could be considered as competing with our own advertising, including but not limited to, our branded keywords;
  • create websites, domains, URLs, social media handles or email addresses containing the word “Dub”, “Dub Partners”, “Dub.co”, “Dub Links”, or “Dub Technologies, Inc.”;
  • attempt to gain unauthorized access to the Services or its related systems or networks using the Affiliate Link;
  • violate any applicable laws, including, but not limited to any privacy laws or regulations or any Federal Trade Commission rules, regulations or guidance, or the terms of any platform or channel you use to distribute content;
  • defraud or abuse (or attempt to defraud or abuse) Dub, the terms of the Affiliate Program, or any customers you refer.

If you violate any of these restrictions, Dub may, in its sole discretion, revoke your eligibility to participate in the Affiliate Program and/or withhold any Commissions earned in violation or suspected violation of these restrictions.

3.2 Compliance. You agree to comply with all applicable laws, rules, regulations, industry best practices, and regulatory guidelines relating to sponsored posts and advertising copy, including the United States Federal Trade Commission’s then-current rules and regulations governing online advertising, disclosures, social media advertising, sponsorships, and endorsements. You will not misrepresent or exaggerate your relationship with Dub, including by stating or implying that Dub supports, sponsors, or endorses you, nor will you state or imply any affiliation between you and Dub or any other person or entity except as expressly permitted by this Agreement. You will comply with all applicable privacy laws and the terms of service of any platform or channel you use to distribute content.

When you post or distribute content about Dub, you must clearly and prominently include a disclosure that complies with all applicable rules and regulations governing advertising disclosures, social media advertising, sponsorships, and endorsements, including the then-current United States Federal Trade Commission guidelines. A helpful reference is available at: https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101-social-media-influencers.

3.3 Dub Customers. Our customers are not, by virtue of your participation in the Affiliate Program, your customers. As between you and Dub, all pricing, terms and conditions, rules, and policies concerning the Services, as set forth on our website, apply to those customers and may be changed at any time. If you are contacted by any of our customers regarding Dub, you must direct them to Dub's support team at support@dub.co or advise them to follow the contact instructions on our website for assistance.

4.1 License to Your Content. We may use your name and likeness, and you grant us a limited, irrevocable, perpetual, worldwide, nonexclusive, transferable, royalty-free license to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in any Affiliate Program, through any medium or channel – including Dub-branded digital channels, social media, and websites (including re-posting or re-sharing the original content) – solely to promote Dub and Dub’s products and services.

You may revoke this grant at any time by sending an email to support@dub.co with your notice of revocation. Upon receipt, we will use commercially reasonable efforts to cease new uses of such content and/or remove any past references.

4.3 Dub Content. To support your advertising and marketing of Dub, we may make available to you certain data, images, text, link formats, widgets, links, marketing content, linking tools, application programming interfaces (APIs), and other information (“Dub Content”) in connection with the Program and the Services. You may use Dub Content solely for the purpose of marketing the Services in accordance with this Agreement and the Program Policies. You may not modify, alter, or distort Dub Content in any way, combine it with other marks, or use it in a manner that could cause confusion, imply endorsement, or dilute Dub’s brand. If we update the Dub Content, you must use commercially reasonable efforts to implement the updated content and discontinue use of any prior versions. All use of Dub Marks (and goodwill associated therewith) inures to our benefit.

4.3 Ownership. You own and retain all intellectual property rights in your content, except to the extent such content incorporates any Dub Intellectual Property; and for the licenses granted herein. Except as expressly stated, these Partner Terms do not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our Service, Dub Content, and Dub Marks, including any modifications and derivative works thereto, and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Dub.

You will hold all information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential ("Confidential Information") in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Program. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in this Agreement. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any third-party, except as specifically authorized by us in writing.

The term of this Agreement will begin upon your registration for the Program. Either you or we may terminate your participation in a Program and this Agreement at any time, with or without cause, by giving the other party written notice of termination (including via email). Upon termination, your rights to use any Affiliate Link, Dub Content, and Dub Marks will immediately cease. We may hold accrued unpaid Fee income for a reasonable period of time following termination to ensure that the correct amount is paid, such as adjustments for cancellations, refunds, or downgraded subscriptions.

You are an independent contractor and not an agent or employee of Dub. You agree that you will not be entitled to any compensation, options, stock or other rights or benefits accorded to our employees.

You represent, warrant, and covenant that:

• you will participate in the Affiliate Program and create, maintain, and operate your website and marketing channels in accordance with this Agreement;
• you are lawfully able to enter into this contract;
• you are not the subject of U.S. sanctions regulations or on any U.S. sanctioned parties lists;
• the information you provide in connection with the Affiliate Program is accurate and complete;
• your participation in the Affiliate Program will not constitute a conflict of interest or breach of any agreement, rule, guideline or policy applicable to your relationship with any previous or contemporaneous employer, academic institution, or any other party;
• you have the full right and authority to enter into this Agreement and grant the rights herein;
• your content is free and clear of liens or other third-party claims;
• any use of your content as authorized herein will not give rise to any claims, damages, liabilities, costs and expenses (including but not limited to claims of infringement, invasion of privacy or publicity, claims for payment of any monies such as re-use fees or residuals);
• the consent of no other person or entity is required in connection with this Agreement, your participation in the Affiliate Program, or use of any of your content.

WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC OR FEES YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH ANY AFFILIATE PROGRAM, AND WE WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS. ANY INFORMATION OR MATERIALS PROVIDED BY US (INCLUDING ANY AFFILIATE LINK(S)) ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT AFFILIATE LINKS MAY OPERATE ON A "LAST-CLICK" MODEL AND DUB IS NOT RESPONSIBLE FOR ANY PAYMENT OF FEES IN THE EVENT A CUSTOMER TRANSACTION IS NOT COMPLETED USING YOUR AFFILIATE LINK. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

You will defend, indemnify, and hold harmless Dub, its officers, directors, employees, agents, and affiliates ("Indemnified Parties") from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys' fees) incurred by Dub arising from any third-party claims related to your breach of this Agreement or applicable law or regulation; your website, your content, or materials used by you in connection with any Program; and your negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which Dub is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defense of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER ARISING WHETHER OR NOT WE WERE AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT; AND OUR LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT ACTUALLY PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT FOR THE APPLICABLE AFFILIATE PROGRAM IN THE TWELVE MONTHS PRIOR TO WHEN THE APPLICABLE CLAIM AROSE; or (ii) $500 USD.

11.1 Governing Law. This Agreement and related disputes will be governed by the laws of the State of California without regard to its conflicts of laws principles.

11.2 Arbitration. Both parties agree to resolve any claims relating to this Agreement only through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any other location both parties agree to in writing. If a party breaches its obligations under this Agreement, the non-breaching party may bring a lawsuit in the federal or state courts of San Francisco County, California solely for injunctive relief to stop the breach without first engaging in the informal dispute notice process described above. The state or federal courts sitting in San Francisco County, California shall have exclusive jurisdiction and venue over any dispute arising out of your participation in the Program, subject to the mandatory arbitration provisions herein, and you hereby consent to the jurisdiction of those courts.

11.3 No class actions. You may only resolve disputes related to or arising from this Agreement on an individual basis and will not bring a claim in a class, consolidated, or representative action. This waiver is an independent covenant. You have the right to opt-out and not be bound by the arbitration provisions by sending written notice of your decision to opt-out to: legal@dub.co with the subject line "ARBITRATION OPT-OUT". The notice must be sent within thirty (30) days of the date that you first accept these Terms, otherwise you shall be bound to arbitrate any disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Dub also will not be bound by them.

11.4 Notices. Notices may be sent to you at the email address you used to sign up for the Program. Notices to us must be sent to legal@dub.co. Notices are deemed given when received.

11.5 Modifications. We may modify this Agreement from time to time, in which case the new Agreement will supersede prior versions. Your continued participation in the Program following the effective date of any such modification may be relied upon by Dub as your consent to any such modifications.

11.6 No Assignment. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

11.7 General. This Agreement supersedes any prior agreements or understandings between the parties regarding the subject matter hereunder. This Agreement, including all Program Policies, constitute the entire agreement between the parties related to this subject matter. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of this Agreement will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to this Agreement.

11.8 Survival. All Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiration of this Agreement shall continue to survive notwithstanding termination or expiration of the Agreement.