Encyro Affiliate Program Terms and Conditions

Last updated: August 24, 2018

These Encyro Affiliate Program Terms and Conditions (the “Agreement”) apply to your participation as an Affiliate (as that term is defined herein) in the Encyro Affiliate Program (the “Program”).

THIS IS A LEGAL AGREEMENT BETWEEN YOU (also referred to the “Affiliate”) AND Encyro, Inc. (also referred to as the “Company”, “we”, or “our”), collectively referred to as the “parties” to this Agreement.

BY SUBMITTING YOUR REQUEST to join the Encyro Affiliate Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and will continue to comply with, these terms and conditions throughout the full duration of your participation in the Program.

You agree that by submitting your application to join the Program, which may include clicking an acceptance box, the effective date of this Agreement will be the date on which you submit your application.

1. Definitions

1. Affiliate means a person or entity that participates in the Encyro Affiliate Program , regardless of whether they earn or receive any Referral Fees.

2. Referral means the act of sending a website visitor or other potential customer to the Company’s website(s), through means that are approved and recognized by the Company, and allow the Company to identify the website visit or purchase as originating from you.

3. Qualifying Referral means any referral for which the Company identifies the referred website visitor as a new visitor, not previously a customer or user of the Company’s website or products, and not previously referred to the Company by another Affiliate within the Referral Tracking Period, subject to the limitations of the tracking technology employed by the Company.

4. Referral Tracking Period refers to the duration of time for which a visitor will be associated with you after your most recent Qualifying Referral. If a user signs up for the Company’s service or products during this period, that signup will be attributed to your Qualifying Referral.

5. Purchase Tracking Period means the duration of time after a signup attributed to your Qualifying Referral, during which a purchase made by the referred user will be attributed to your Qualifying Referral.

6. Referral Fees means the payment amount that you will earn for purchases of the Company’s services or products attributed to your Qualifying Referrals.

7. Initial Purchase Referral Fee Rate (%) means the percentage of the purchase price paid that is used to compute your Referral Fees for the first purchase made by a buyer and for additional purchases made within a certain period after the buyer’s initial purchase.

8. Initial Purchase Period means the duration following a buyer’s first purchase of the Company’s service or products, during which the purchases earn a commission at the Initial Purchase Referral Fee Rate.

9. Renewal Purchase Referral Fee Rate means the percentage used to calculate your Referral Fees for all purchases by a user attributed to your Qualifying Referral, after the Initial Purchase Period has elapsed.

10. Your Content refers to your websites, blogs, videos, social posts or pages, podcasts, lead magnets, or other published material that you use to generate Referrals to the Company’s websites.

2. Conditions

1. You agree to provide all information requested from you during the application process to enroll in the Program. This information will be used to approve or reject your application to participate in the Program.

2. You agree to comply with all laws, rules and regulations applicable to your participation in the Program, including for example, the requirement to make proper and appropriate disclosures in compliance with the Endorsement and Testimonial Guidelines published by the United States Federal Trade Commission (FTC Guidelines).

3. Any Referral Fees earned and owed to you will not be paid if it is determined that Your Content was in violation of applicable laws or this Agreement, even if the Company has previously approved your participation in the Program and not terminated it. Violation of law include, but are not limited, to intellectual property laws, copyright infringements (e.g. plagiarism), failure to comply with data protection regulations, or the use of illegal technology.

4. You agree that your participation in the Program may be terminated by the Company at any time at its sole discretion, with or without a specified reason. If a reason is specified, and you are able and willing to remedy or resolve the reason, you may re-apply to join the Program at any time.

5. You agree not to misrepresent your relationship with the Company. This includes, but is not limited to, the following requirements:

   1. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website or otherwise leads customers to believe you are Encyro, Inc. or its subsidiary.

   2. You will specify in Your Content that you may receive a payment in exchange for referrals to our website.

   3. You may not use your participation in the Program to imply an endorsement by the Company of Your Content, or of any products or services that you sell, advertise or receive payments from.

   4. If you donate or pay any fraction of your Referral Fees to charitable or other entities, you may not state or imply that the Company endorses those entities.

6. You may not use emails to generate Referrals (such as by including tracked website addresses in your email campaigns) or mention the Company or its services in emails, except if you record the following opt-in information, and agree to provide the same to the Company within 2 business days upon request:

   1. Subscriber opt-in date

   2. Subscription source (e.g. the website where the subscriber opted in)

   3. E-mail address

   4. Privacy Policy of Source Site (the privacy policy must disclose the possible use of the email address for marketing)

7. You may not scrape, copy or otherwise reproduce content from the Company’s website.

8. You will not bid on Encyro brand keywords, variations, and mis-spellings (e.g. Encyro, enciro, Encyro.com, Encyro coupon) in search engines or content networks.

9. You are solely responsible to create and maintain Your Content in compliance with these terms and all applicable laws.

10. Your policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003.

11. When Your Content includes or is published as a website, you must maintain and post in a conspicuous manner on any website involved in the Program a privacy policy that clearly and adequately describes how your website visitor information is collected and used. The privacy policy must disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies.

3. Calculation of Referral Fees

1. Referral fees are computed by applying the Referral Fee percentages listed in Exhibit A to the final purchase price paid for any purchase attributed to your Qualifying Referral. The specific procedure used is as follows:

   1. Obtain Tracking Periods:

      1. The Referral Tracking Period used will be as specified in Exhibit A. If no such period is specified in Exhibit A, the Referral Tracking Period used will be 60 days.

      2. The Purchase Tracking Period used will be as specified in Exhibit A. If no such period is specified in Exhibit A, the Purchase Tracking Period will be 180 days.

   2. Track Sign Up: If a website visitor attributed to your Qualifying Referral signs up for the Company’s free or paid services within the Referral Tracking Period, that sign up will be attributed to your Qualifying Referral.

   3. Track Purchase: If the signed-up user makes a purchase within the Purchase Tracking Period after the signup (including immediately following the sign up), then that purchase will be eligible for a Referral Fee.

   4. Initial Referral Fees: The first purchase made by a referred buyer is used to establish the initial purchase date for that buyer. The first purchase and all subsequent purchases/renewals that occur within the Initial Purchase Period, the Referral Fee is calculated by taking a percentage of the purchase price, where the percentage used is equal to the Initial Purchase Referral Fee Rate specified in Exhibit A. If no such percentage is specified in Exhibit A, the Initial Purchase Referral Fee Rate used will be 30%.

   5. Referral Fees for Renewals: All subsequent purchases made by the buyer (after the Initial Purchase Period has elapsed) will continue to earn a Referral Fee calculated by taking a percentage of the purchase price paid, where the percentage is equal to the Renewal Purchase Referral Fee Rate specified in Exhibit A. If no such percentage is specified in Exhibit A, the Renewal Purchase Referral Fee Rate will be 15%.

2. Referral Fees are only paid for purchases of the Company’s own services and products.

   1. Referral Fees are not earned for any purchases that are refunded or cancelled either by the buyer or the Company for any reason.

   2. Referral Fees are not earned for purchases for which the payment fails due to any reason, such as issues with the payment method (e.g. expired credit card, card blocked due to suspected fraud).

   3. Referral Fees are not earned for any third-party products or services sold or linked from the Company’s website.

3. The periods and percentages specified in Exhibit A are subject to change without notice. Changes apply to calculation of Referral Fees for purchases made after the date of change.

4. The purchase price used for calculation of Referral Fee is the actual price paid by the buyer after any applicable discounts and promotions. Discounts and promotions may change at any time without notice.

5. Referral Fees are earned and tracked only while you are an active participant of the Program. Referrals occurring after you or the Company terminate your participation in the Program do not earn any Referral Fees.

4. Payment of Referral Fees

1. The Company will attempt to pay your Referral Fees earned for a referred purchase within 30 days after the refund policy period associated with a purchase has elapsed, if the other requirements for payment are met.

   1. The Company may opt to pay you sooner than the refund policy period at its sole discretion. In such cases, if the purchase is later refunded, the Company will request you to return the associated Referral Fees to the Company or withhold an equivalent amount from your subsequent payments.

   2. The refund policy period may change without notice.

2. Minimum Payment Requirement: A certain minimum amount of Referral Fees may have to be earned by you before any payment is made to you. The minimum amounts for different payment methods are listed in Exhibit A. If no such amount is listed in Exhibit A, the minimum amount used shall be $50.

3. Paperwork Requirement: Payments will be made only after the Company has received all required information needed to comply with applicable laws, such as the W9 form for IRS reporting requirements.

4. Payment Method: You must be able and willing to accept payments using one of the payment methods offered by the Company, and listed in Exhibit A.

5. U.S. Payments Only: Payments will be made in U.S. currency to U.S. persons or entities only. The Company may not be able to make payments outside the U.S. unless agreed to by the Company during your application review.

6. Calculation Errors: If errors are discovered in the calculation of your Referral Fees, the Company may request a refund of the amount over-paid, or withhold an equivalent amount from your future payments.

7. Courtesy Payments: The Company may, at its sole discretion, opt to pay you a Referral Fee for purchases made outside of the Referral Tracking Period and Purchase Tracking Period. Such payments will not be construed to imply that the tracking periods have changed and such courtesy payments may be discontinued at any time.

8. Withheld Payments: Payments may be withheld or delayed by the Company to facilitate investigation of suspected fraud, misrepresentation, or other operational issues. Fraudulent activity includes any attempt to generate Qualified Referrals and subsequent purchases in a manner that is not consistent with the expected usage of the Company’s services or products. Examples include the use of fake redirects, automated software, stolen or randomly generated credit cards, or other fraudulent mechanisms to generate payable actions from the Program. Fraud may also be suspected in case of absence of any activity or presence of illicit activity in user accounts that signed up with a Referral.

5. Your Referral Activity

1. You agree to receive email communications from the Company regarding this Program, including Program changes, your Referral tracking summary, earnings activity, and payments.

2. The Referral activity will be tracked subject to the Company’s technology and resource capabilities. Referrals may not be accurately tracked due to several reasons including but not limited to cookies being disabled or deleted, the operating system being re-installed, change of browser, or use of a new client device by the referred visitor.

3. You acknowledge that while certain technology or methods integrated with Your Content may enable you to track and verify the number of Referrals, only the Company may be able to track Qualifying Referrals or purchases made on the Company’s website(s). You agree to treat the tracking data provided by the Company as sufficiently accurate and final for the purposes of calculating Referral Fees.

6. Encyro Customers

1. Customers who buy products or services from the Company will be deemed to be customers of the Company. This does not affect their status as your customer.

2. All users and customers using the Company’s services will be subject to the Company’s terms of service and privacy policy, regardless of a Referral or a Qualified Referral.

7. Term and Termination

1. Term: The term of this Agreement, including all associated exhibits, will begin upon our acceptance of your Program application. The Agreement will continue for a Term of one year from that date unless terminated earlier by either party.

2. Renewal: This Agreement will renew automatically, at the end of the above Term unless otherwise terminated.

3. Termination: Either party may terminate this Agreement or an associated Exhibit at any time, with or without cause. Termination notice may be provided via email.

4. Waiver of required approval: To the extent necessary to implement the termination provisions of this agreement, each party waives any right it has, or obligation that it may have, now or in the future, under any applicable law or regulation, to request or obtain the approval, order, decision or judgment of any court to terminate this agreement or to affect a variation or termination by using a statutory form.

5. Effect of termination or expiration:

   1. You must immediately remove all advertising, website links, or mentions of the Company from Your Content, such as by modifying Your Content or unpublishing it.

   2. All commissions then due will be paid after the refund period associated with the corresponding purchases has elapsed and after any final accounting and quality assurance verification. Should any violations of Program terms be discovered, any pending payments may be forfeited.

   3. Neither party will be liable for any loss of profits, goodwill, or otherwise arising as a result of such termination or expiration.

   4. Upon termination or expiration, you will no longer earn Referral Fees for any Referrals, Qualifying Referrals, or renewals associated with purchases attributed to you previous Referrals.

   5. The termination of this agreement does not affect any customers who purchased the Company’s services regardless of their purchase or signup having occurred through your Referral.

8. Disclaimers

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY SERVICES AND PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE).

THE Encyro Affiliate Program IS PROVIDED “AS IS” AND “AS AVAILABLE”. WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH LOSS OF PROSPECTIVE PROFITS, REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, OR LOSS DUE TO ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE ENCYRO AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Representations

1. You represent and warrant that:

   1. This Agreement has been duly and validly communicated and agreed to and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

   2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement (e.g. you are not a minor or otherwise legally prevented from contracting) and to perform your obligations under this Agreement, without the approval or consent of any other party.

   3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

   4. The information you provide in connection with the Program is accurate and complete at all times.

   5. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

2. We do not make any representation, warranty, or covenant regarding the amount of Referral Fees that you can expect at any time in connection with the Program, and we will not be liable for any actions or expenses you undertake based on your expectations.

10. Liability and Indemnity

You acknowledge that by entering into this Agreement, the Company does not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of Your Content.

Accordingly, you hereby agree to indemnify, defend and hold harmless the Company, its licensees and licensors, and each of its respective directors, officers, employees, agents, shareholders and members, from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and reasonable attorneys fees), even if such claims are groundless, fraudulent or false, that arise out of or are based on (i) any breach or alleged breach of any representation or warranty or breach of a covenant or agreement made by you, (ii) the content and/or activities of Your Content or related business, (iii) your use and/or modification of any of the services or materials provided by us in connection with this Agreement; and (iv) your or your employees’ negligence or willful misconduct.

11. Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new Agreement on our website or otherwise communicating such change to you. Your continued participation in the Program following the email of the change notice or the new Agreement on our website will indicate your agreement to the changes. It is your obligation to review the Agreement regularly and stay aware of such changes.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.

12. General

1. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

2. 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.

3. No Agency: You and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether in Your Content or otherwise, that reasonably would contradict anything in this Section.

4. Governing Law, Venue: This Agreement shall be construed and enforced pursuant to the laws of the State of California without regard to the conflicts of law principles thereof.

5. Notice: Notices related to this agreement, delivered by electronic mail will be considered to be written notices, if sent to the following email addresses:

   1. Encyro, Inc.: info@encyro.com

   2. You: The email address supplied by you in your Affiliate Program application or subsequently updated with us.

6. Severability, Interpretation: The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision may be invalid or unenforceable in whole or in part. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Agreement shall have full force and effect.

7. Equitable Relief: The parties agree that any breach of either of the party’s obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party’s obligations regarding trademarks, service marks, trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.

8. Force Majeure: You acknowledge that the Company’s servers, equipment, and services (e.g., tracking and reporting) may be subject to temporary modifications or shutdowns due to causes beyond the Company’s control. Such temporary service interruptions will not constitute a material breach of this Agreement.

Exhibit A

Referral methods offered by the Company

Referrals are tracked using website addresses (URLs) with a special tracking code. You will be assigned a tracking tag that will be incorporated in such URLs. Any link clicks on such URLs that result in a user visiting the Company’s website will be tracked as your Referrals.

Only Referrals to these subdomains will be tracked: www.encyro.com and www.encyro.com/blog.

Payment Methods Offered by the Company

Method	Fee Charged by Encyro	Minimum Payment Amount (USD)
PayPal	$0. (PayPal may charge a fee for receiving payments for certain types of PayPal accounts.)	$30.
Check by USPS mail	$5. (Fee is deducted from the payment amount.)	$50.

Referral Fee Rates

Earnings Type	Percentage
Initial Purchase Referral Fee Rate	30%
Renewal Purchase Referral Fee Rate	15%

Time Periods

Period Type	Duration
Referral Tracking Period	60 days
Purchase Tracking Period	180 days
Initial Purchase Period	180 days
Refund Policy Period for full refund	30 days
Refund Policy Period for pro-rated refund on annual memberships (pro-rated Referral Fees are earned)	11 months

All periods use calendar days or months, with no special treatment for holidays or weekends.

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