Terms and Conditions - PartnerStack

This Channel Affiliate/Partner Agreement (this “Agreement”) is between SureCam (the “Company”, “we” or “our”) and you (the “Partner” or “you’). It describes how we will work together and other aspects of our business relationship. This Agreement applies to your participation as a partner with SureCam in any of its affiliate partnership programs, including, but not limited to, its reseller, referral and affiliate programs (the “Partner Program(s)”). 

The Company has the right to update these terms at its sole discretion for any reason at any time.  

1. Definitions. 

As used in this Agreement (additional defined terms may appear in-line): 
1.1 “Affiliate Lead” means a lead generated by you that was submitted through the Affiliate Link or Affiliate Lead Submission Form that was made available to you, and was accepted by the Company. 
1.2 “Affiliate Lead Submission Form” means the associated lead submission form made available to you through the Affiliate Tool. 
1.3 “Affiliate Link” means the associated link made available to you through the Affiliate Tool. 
1.4 “Affiliate Tool” means the tool/software that we make available to you upon your acceptance into the Partner Program and for you to use in order to participate in the Partner Program. 
1.5 “Commission” means the amount due to the Partner from the Partner’s participation in a Partner Program and its submission of qualified Affiliate Leads that result in a fee being due to the Partner under the terms of the Partner Program Terms. 
1.6 “Company Product(s)” means the proprietary software, data, services (including hosted ‘software as a service’, installation services, training, and other professional services), hardware and other equipment, and associated documentation described, as such may be updated from time-to-time by the Company. 
1.7 “Customer” means someone who becomes a new customer of the Company as a result of being generated from an Affiliate Lead. 
1.8 “Customer Transaction” means the first closed and activated sales order from a Customer; which shall not include additional subsequent purchases, upgrades, renewals, or other subsequent transactions made by such Customer. 
1.9 “Intellectual Property Rights” means all present and future worldwide copyrights, trademarks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights. 
1.10 “Partner Program Terms” means the policies, terms and fees outlined in the program pages of the Affiliate Tool for each Partner Program. 

2. Non-Exclusivity. 

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. 

3. Partner Acceptance 

3.1 Partner Eligibility; Requirements. In order to be eligible for appointment as a Partner under this Agreement you must (i) not be a competitor of the Company or any of its affiliates, and (ii) As a Partner under this Agreement, you hereby represent, warrant, and covenant that you will meet the following requirements: (a) use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreements; (b) conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company’s Services, the goodwill and reputation of the Company, and on the Company generally; (c) avoid deceptive, misleading, and unethical practices; (d) not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or its Services; (e) comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your obligations hereunder; and (f) remain current with any partner certification requirements. 
3.2 Partner Acceptance Process.  Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partner Program. Acceptance to any Partner Program remains at the sole discretion of us. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in a Partner Program within thirty (30) days from your application, your application is considered to be rejected. If you are accepted to participate in a Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the applicable Partner Program Terms. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Partner Program. 
3.3 Partner Submission Process.  Approved Partners shall then be eligible to participate in the Partner Program for which they were approved; and shall be eligible to submit Affiliate Leads or complete Affiliate Lead Submission Forms as applicable and be eligible for Commissions. 

4. Prospects and Customer Process

4.1 Customer Engagement.  Once we have received the Affiliate Lead or Affiliate Lead Submission Form, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between the Company and an Affiliate Lead will be at the Company’s sole discretion.

4.2 Customer Relationship. All Customers referred through the Partner Program are and will remain customers of the Company. We retain all rights to manage, communicate with, set pricing for, and contract with potential customers and signed Customers, and may market and sell any products or services to them without restriction. 

5. Commissions 

5.1 General Commissions. We will pay you a Commission as described in the Affiliate Tool (or if applicable, in the Partner Program Terms) for each new and eligible i) Affiliate Lead, or ii) Customer Transaction; depending on the Partner Program in which you are enrolled; provided, however, that you are then still eligible to receive Commissions pursuant to the terms of this Agreement. 
5.2 Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool at our sole discretion at any time. 
5.3 Affiliate Lead Eligibility. 
5.3.1 You will only be eligible for a Commission payment for any Affiliate Lead or Customer Transaction that derived from Affiliate Leads generated by the Affiliate Link or Affiliate Lead Submission Form that we make available to you and are accepted by the Company. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead or Affiliate Lead Submission Form in our sole discretion. 
5.3.2 Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Partner Program Terms) from the date the Affiliate Lead clicked on the Affiliate Link. 
5.3.3 An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated. 
5.3.4 If an Affiliate Lead or Affiliate Lead Submission does not purchase the Company Products being offered in the Partner Program within the time period described in the Affiliate Tool (or if applicable, in the Partner Program Terms) of their first click on the Affiliate Link, you will not be eligible for a Customer Transaction commission, even if the Affiliate Lead decides to purchase after the time period has expired.  
5.4 Commission Eligibility. 
5.4.1 To be eligible for Commission a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Partner Program Terms), if applicable. 
5.4.2 You are not eligible to receive Commission or any other compensation from us if (i) transaction was for non-Company Products, (ii) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction, (iii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or our Partners, (iv) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (v) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Partner Program Terms that we make available to you, misuse of any of the tools provided or by any other means that we deem to breach the spirit of the Partner Program, or (vi) the Customer participates in any of our partner programs. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time. 

6. Commission Payments.

6.1 General.  In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions; (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account; and (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

6.2 Commission Payment Forfeitures. Notwithstanding the foregoing or anything to the contrary in this Agreement, if after being accepted as a Partner the Partner subsequently ceases to meet their Partner requirements set forth in Section 3 (or as otherwise required in Agreement), then your right to receive Commission arising from any and all Customer Transactions will be forever forfeited (each, a “Forfeited Transaction”), and we will have no obligation to pay you any further Commission associated with a Forfeited Transaction.

6.3 Taxes.  You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. 

6.4 Third party payment processors. Company may utilize third party payment processors or service providers (collectively, “Payment Processors”) in order to facilitate payments under the Partner Program. Partner is solely responsible for providing and maintaining with the Company and the Payment Processor(s), its current contact information and address for receipt of payments under this Agreement. The Company will have no liability for, and will not resend, payments returned due to incorrect payment addresses. Payments due hereunder will be made within forty-five (45) days after the end of the calendar month in which the corresponding amounts are collected by the Company. 

7. Training and Support. 

We may make available to you, without charge, various webinars and other resources made available as part of our Partner Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Partner Program benefits or offerings at any time without notice at our sole discretion. 

8. Authority. 

Partner has no authority to distribute or resell the Company Products or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of the Company. Except to the extent expressly set forth in the Company marketing materials, service descriptions, documentation, or other collateral provided to you by the Company hereunder expressly for the purpose of performing the referral activities, Partner shall not make or provide any representations or warranties to any leads or any other third party with respect to the Company or the Company Products. Partner shall be solely responsible for all representations and warranties it makes regarding the Company or the Company Products that are inconsistent with what the Company has provided. 

9. Quality Control. 

Any uses by Partner of the Company Products, Company marks, or Company marketing materials shall conform to all standards set by the Company from time to time, and not be sold, used, distributed, or disclosed by Partner unless approved by Company. 

10. License. 

Subject to Partner’s compliance with all terms of this Agreement, the Company hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the term of this agreement to market, promote, display a link specifically assigned to Partner by the Company (whether in the form of text, or a logo or other graphic) (the “Partner Link”), which will link to your Partner URL (as defined below), to be utilized in a manner consistent with Company’s trademark policies promulgated from time to time. The Company grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors. 

11. Trademarks. 

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Partner Program and this Agreement. During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Partner Program and this Agreement; (iii) follow any trademark usage guidelines that Company has provided; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. 

12. Proprietary Rights. 

No license to any software is granted by this Agreement. The Company’s Products are protected by Intellectual Property Laws. The Company Products belong to and are the property of us or our licensors (if any). Partner acknowledges and agrees that the Company maintains exclusive ownership of the Company Products, services, Company trademarks, and Company marketing materials, including all derivative works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Company Products, services, Company trademarks, and Company marketing materials shall inure to Company’s exclusive benefit. Partner will not attack, question, or contest the validity of Company’s ownership of Company Intellectual Property Rights, both during the Term and thereafter. Partner will not remove, alter, or conceal any Company copyright or other proprietary notice displayed on the Company Products, services, Company Trademarks, or Company marketing materials. Partner shall not use any language or display Company Intellectual Property Rights in such a way as to create the impression that Company Intellectual Property Rights belong to the Partner. 

13. Limitations

13.1 All worldwide Intellectual Property Rights in and to the Company Products, including any additions, improvements, updates, and modifications thereto which may be developed or otherwise acquired by either party (whether or not contemplated by or made in conjunction with this Agreement) are, and shall remain, the exclusive property of Company. Partner acknowledges that Partner is not receiving any ownership interest in or to any of the foregoing. All rights in and to the Company Products not expressly granted to Partner in this Agreement are reserved by Company. 

13.2 Partner acknowledges and agrees that the Company Products and their structure and design constitute valuable Intellectual Property of Company. Accordingly, except as expressly agreed to in writing by Company or otherwise expressly permitted under this Agreement, Partner shall not (a) modify, adapt, or alter any Company Product; (b) grant any third party a right or license to a Company Product; or (c) attempt to reconstruct or recreate any Company Product.  

13.3 Company and Partner shall comply with all applicable laws and regulations, including, without limitation, any applicable privacy laws, in connection with this Agreement.  
13.4 Partner agrees that it will not use any information obtained in connection with this Agreement in connection with the development, marketing, promotion, sale, offer for sale or license or distribution in any manner, directly or indirectly, of any products or services that are competitive with a Company Product.  
13.5 Immediately, but in no event more than two (2) business days after Partner learns of any complaint about the Company’s marketing or selling of Company Product involving a real or possible Company Product defect, Partner shall submit a full written report concerning the complaint to Company, and shall cooperate fully with Company, and any government agencies concerned, in investigating and resolving the complaint. Without limiting the generality of the foregoing, when reporting the complaint, Partner shall comply with the timelines and procedures as specified by Company. 

14. Confidentiality 

14.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain non-public information regarding the Disclosing Party’s business, including technical, marketing, financial, personnel, planning, and other information (“Confidential Information”). Regardless of whether marked as confidential or not, any non-public information regarding the Company Products, and the existence and terms of this Agreement, shall be deemed the Confidential Information of Company 
14.2 Protection of Confidential Information. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party, and shall otherwise protect such Confidential Information, using the same degree of care which the Receiving Party ordinarily uses with respect to its own Confidential Information, but in no event with less than reasonable care. The Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose other than in connection with the Receiving Party’s rights and duties pursuant to this Agreement, and shall limit the disclosure of the Confidential Information of the Disclosing Party to the employees or agents of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement, and who are, with respect to the Confidential Information of the Disclosing Party, bound by confidentiality terms no less restrictive than those contained herein. 
14.3 Exceptions. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include any information which: 
14.3.1 was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party as reflected in the written records of the Receiving Party; 
14.3.2 was or becomes lawfully known to the general public without breach of this Agreement; 
14.3.3 was independently developed by the Receiving Party without access to, or use of, the Confidential Information; or 
14.3.4 is required to be disclosed by law or by the order or a court or similar judicial or administrative body; provided, however, (i) that the Receiving Party shall notify the Disclosing Party of such requirement immediately and in writing, and shall cooperate reasonably with the Disclosing Party, at the Disclosing Party’s expense, in the obtaining of a protective or similar order with respect thereto and (ii) such information shall continue to be deemed Confidential Information with respect to any other use or disclosure. 
14.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the expiration or termination of this Agreement or at the Disclosing Party’s request. At the Disclosing Party’s request, the Receiving Party will certify in a writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 5.4. 
14.5 Feedback.  Partner and Customer may provide feedback to Company about the Company Products, and Partner hereby agrees that Company shall own all feedback, comments, suggestions, ideas, concepts and changes that Partner and Customer provides to Company regarding the Company Products and all associated intellectual property rights (collectively the "Feedback") and hereby assigns to Company all of Customer’s right, title and interest thereto. Partner agrees that it will not knowingly provide Company any Feedback that is subject to third party intellectual property rights. Partner agrees to cooperate fully with Company with respect to signing further documents and doing such other acts as are reasonably requested by Company to confirm that Company owns the Feedback and to enable Company to register and/or protect any associated intellectual property rights and/or confidential information. 

15. Term and Termination 

15.1 Term. This Agreement will apply for as long as you participate in the Partner Program, until terminated in accordance with provisions below. 
15.2 Termination for Convenience. Both Company and Partner may terminate this Agreement for convenience at any time with fifteen (15) days written notice to the other party. 
15.3 Termination for Agreement Changes. If we update or replace the terms of this Agreement, Partner may terminate this Agreement on fifteen (15) days written notice to Company; provided that you send us written notice within fifteen (15) days after we send you notice of the change. 
15.4 Termination for Cause. Company may terminate this Agreement: (i) upon five (5) days written notice to you of a material breach, (ii) upon five (5) written days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. 
15.5 Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Partner Program Agreement. We will not pay you fees on Affiliate Leads or Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Partner Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.  Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Partner Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated. 
15.6 Partner Representations and Warranties.  You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partner Program and to provision Company with Affiliate Lead’s and Affiliate Lead Submission Forms for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Partner Program will not conflict with any of your existing agreements or arrangements, and (iii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks. You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Partner Program (for example, by clearly stating you are a Company Partner on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Company’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Company products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, directories, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups. You also represent and warrant that you will: (viii) comply with all applicable anti-spam and marketing laws and regulations (including the CAN-SPAM Act of 2003 and any applicable Federal Trade Commission rules) and will not send unsolicited emails without prior consent, use deceptive headers or subject lines, or post off-topic or excessive promotional content in forums, blogs, or social media; (ix) refrain from promoting SureCam or placing Affiliate Links on sites or channels that promote sexually explicit materials, violence, discriminatory content, illegal activities, or that infringe third-party intellectual property, and you will not host unauthorized coupon codes, engage in coupon stacking, use “SureCam” or any confusingly similar term in a domain name, bid on SureCam trademarks or branded keywords in paid search without our prior written consent, or mimic or replicate the look and feel of any SureCam website; (x) maintain and present on any website you operate in connection with the Program a clear and compliant privacy policy that discloses data-collection practices, use of cookies, and third-party tracking technologies, consistent with applicable data protection laws, including the GDPR and CCPA. 

16. Indemnification. 

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Partner/Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent. 

17. Disclaimers; Limitations of Liability 

17.1 NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY’S AGGREGATE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR FOR ANY BREACH OF OWNERSHIP OR CONFIDENTIALITY. 
17.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 
17.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. 

18. General 

18.1 Disclosure of Partner Relationship. It is the sole responsibility of the Partner to disclose the nature of its relationship with the Company to any leads or customers, and Partner shall indemnify and hold harmless the Company against any liability arising from Partner’s lack of disclosure to an actual or potential customer. 
18.2 Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Company Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Company Products to prohibited countries or individuals or permit use of the Company Products by prohibited countries or individuals. 
18.3 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 
18.4 Partner Program Terms and Policies Pages. We may change the Partner Program Terms from time to time. Your participation in the Partner Program is subject to the Partner Program Terms, which are incorporated herein by reference. 
18.5 No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Company Products, our trademarks, or any other property or right of ours. 
18.6 Anti-Spam Policy. Partner will comply with all applicable anti-spam and marketing laws and regulations, including the CAN-SPAM Act of 2003 and applicable Federal Trade Commission rules. Without limiting the foregoing, Partner will not send unsolicited emails without prior consent, use deceptive message headers or subject lines, or post off-topic or excessive promotional content in forums, blogs, or social media, and will not use bots, automated tools, fake redirects, hidden frames, or other mechanisms to generate leads or traffic. 
18.7 Prohibited Site Content and Marketing Channels. Partner will not promote the Company or place Affiliate Links on any site or channel that promotes sexually explicit materials, violence, or discrimination; promotes illegal activities; infringes third-party intellectual property rights; hosts unauthorized coupon codes or engages in coupon stacking; uses “SureCam” or any confusingly similar term in a domain name; bids on Company trademarks or branded keywords in paid search without Company’s prior written consent; or mimics, replicates, or otherwise creates the impression of being any Company website or a portion thereof. 
18.8 Privacy Policy Requirement. If Partner operates any website in connection with the Program, Partner will post and maintain a privacy policy that clearly discloses data collection practices, use of cookies, and third party tracking technologies, in compliance with applicable data protection laws, including the GDPR and CCPA. 
18.9 Audit Rights. Company will have the right, during normal business hours and upon at least ten (10) days’ prior notice, to audit Partner’s records relating to Partner’s activities pursuant to this Agreement in order to verify that Partner has complied with the terms of this Agreement. The audit will be conducted at Company’s expense, unless the audit reveals that Partner has failed to comply with the provisions set forth in this Agreement, in which case Partner shall reimburse Company for the cost of the audit. Any such audit shall be performed no more than once during any six (6) month period.

19. Miscellaneous 

Company Email: Legal@surecam.com  

Last Updated: August 19, 2025