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Affiliate Agreement

This Affiliate Program Addendum is issued under and is subject to the Groundhogg Partner Agreement (the “Agreement”), between Groundhogg and Affiliate Partner and forms an integral part of the Agreement.

Unless otherwise defined herein, all capitalized terms in this Affiliate Partner Program Module Addendum shall have the meanings set forth in the Agreement. Unless otherwise specified herein, any reference herein to a Section refers to the specified Section of this Program Module Addendum.

  1. Program Fees. Participation in the Affiliate Partner Program is free, following the partner’s acceptance by Groundhogg.  
  2. Benefits. Groundhogg may provide the following Benefits to Affiliate Partner during the Term: materials and other marketing tools related to Groundhogg’s offerings.
  3. Commission
    • Affiliate Partner Commission. Subject to the terms and conditions of this Affiliate Partner Program Module Addendum, from the date of the initial purchase of a Commissionable Item (as defined below) by a customer generated by Affiliate Partner through a valid lead, Affiliate Partner shall be entitled to a 10% commission of Gross Revenue. Gross revenue is exclusive of tax collected (as defined below) of Commissionable Items to that customer (“Commission”), and to a commission of the initial revenue of Renewal Sales for the lifetime of the subscription. 

Affiliate Partner shall be responsible for remitting all applicable taxes and levies for which Affiliate Partner may be liable at law in respect of any payments to it from Groundhogg. To the extent that Groundhogg is required by any applicable law or order to withhold any sum from a payment, Groundhogg will be entitled to do so.

  1. Qualified Sale. A “Qualified Sale” means a sale by Affiliate Partner to a Groundhogg customer generated by Affiliate Partner through a valid lead: (i) who pays in full or in part (as instalments) for a Commissionable Item; (ii) who does not cancel the monthly subscription for such Commissionable Item for a minimum of sixty (60) days from the date of the initial purchase of the Commissionable Item; and (iii) to which Affiliate Partner was assigned as last referring affiliate. For clarity, a sale by Affiliate Partner to an existing Groundhogg customer shall not be a Qualified Sale.
  2. Commissionable Items. A “Commissionable Item” means subscription to a yearly licence of a Groundhogg Plug In or Add on by a customer. For clarity, each item purchased by the same customer within the first thirty (30) days of the customer’s first purchase shall each be considered a Commissionable Item. Commissionable Items do NOT include: (i) custom development or Groundhogg Certified Partner and Affiliate Partner Sales; (ii) any amounts refunded to customers; or (iii) any amounts paid by customers using coupons or coupon codes, as applicable.
  3. Commission Payment. Within fifteen (15) days following the end of each month, Groundhogg will pay to you any Commission that you become eligible for in accordance with Section 2(a) above. Commission will be paid to Affiliate Partner through PayPal (or a similar third party payment tool) (the “Payment Tool”), and Affiliate Partner agrees to comply with any and all terms and conditions and policies of the Payment Tool. Affiliate Partner shall be responsible for any additional fees associated with creation and maintenance of an account with the Payment Tool, or accepting Commission payments through the Payment Tool. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
  4. Affiliate will not be entitled to commission with respect to a Commissionable Item if: (i) an amount paid for a Commissionable Item is refunded back to a customer; or (ii) a customer cancels the subscription for a Commissionable Item before sixty (60) days have elapsed from the date of the initial purchase of the Commissionable Item, and any such amounts already paid to Affiliate Partner shall be repayable to Groundhogg within fourteen (14) days upon receipt of an invoice from Groundhogg for the same.
  5. In the event a Commission is paid to Affiliate Partner in error, Groundhogg shall notify Affiliate Partner, and any such amounts with respect to such error shall be repayable to Groundhogg within fourteen (14) days upon receipt of an invoice from Groundhogg for the same.
  6. Groundhogg reserves the right to withhold or reverse Commissions if Affiliate Partner is in breach of the Agreement, including this Affiliate Partner Program Module Addendum, or if the Affiliate Partner has engaged in any fraudulent activity including, but not limited to, cookie stuffing, cloaking, spamming or forcing pop-ups.
  7. Groundhogg shall have the sole right and responsibility for processing all orders placed by a customer, and Affiliate Partner acknowledges that all agreements relating to sales of Solutions to a customer shall be between Groundhogg and the customer.
  8. Cookie and Lead Registration.
    • Groundhogg reserves the right to determine, in its sole discretion, whether a lead is considered valid. A “lead” refers to an individual or entity who/which has provided contact information to Affiliate Partner and has the potential to become a customer. Groundhogg may determine that a lead is invalid, for any reason, including, but not limited to, if the lead is considered to be a pre-existing customer of Groundhogg.
    • If a lead is determined to be valid by Groundhogg, in its sole discretion, Affiliate Partner shall only be entitled to a Commission if Affiliate Partner refers leads through their unique tracking link or if leads are registered through the affiliate section of Groundhogg’s website.
    • When a lead is referred through an Affiliate Partner’s unique tracking link, the Affiliate Partner will be set as latest referring affiliate and cookies will be set to expire after 120 days, after which time Affiliate Partner’s latest referring affiliate status will expire.
    • When a lead is registered through the affiliate section of Groundhogg’s website, Affiliate Partner will be set as latest referring partner for 120 days, after which time Affiliate Partner’s latest referring affiliate status will expire.
    • Affiliate Partner may re-register leads in order to avoid expiration. Groundhogg shall not pay any Commission to an Affiliate Partner for leads that have expired.
    • Once lead information is received by Groundhogg through Groundhogg’s database, Groundhogg reserves the right to elect to engage with the lead directly, regardless of whether or not the lead is valid. If a lead is not valid then we may choose to maintain it in our database and we may choose to engage with such lead. Any engagement between Groundhogg and a lead will be at Groundhogg’s discretion.
  9. Assignments.
    • If, at the time an Affiliate Partner registers a lead (either through the lead registration process or through a unique tracking link), the lead already exists in Groundhogg’s database, the most recent lead registration or unique tracking link will assign the Affiliate Partner associated with such lead registration or unique tracking link as the latest referring affiliate for a period up to 120 days after which time the latest referring affiliate status expires.
    • Affiliate Partner is not eligible for assignment as latest referring affiliate on any sale for which Affiliate Partner uses its own credit card to make a purchase from Groundhogg.
    • Any Affiliate Partner may request an audit of the latest referring affiliate up to ninety (90) days after the date of a Qualified Sale. If an audit reveals an error with respect to the latest referring affiliate, Groundhogg reserves the right to correct the error as it deems appropriate.

Certified Partner Program Addendum

This Certified Partner Program Module Addendum is issued under and is subject to the Groundhogg Partner Agreement (the “Agreement”), between Groundhogg and Certified Partner and forms an integral part of the Agreement.

Unless otherwise defined herein, all capitalized terms in this Certified Partner Program Module Addendum shall have the meanings set forth in the Agreement. Unless otherwise specified herein, any reference herein to a Section refers to the specified Section of this Program Module Addendum.

  1.  Program Fees. In consideration of Certified Partner’s participation in the Partner Program, Certified Partner agrees to pay Groundhogg a fee of $99.00 USD  per year (the “Program Fee”) and a one time Registration fee of $500 USD (exclusive of applicable taxes) , payable once on condition of acceptance. The Program Fee for the Initial Term shall become due and payable on the Effective Date of Acceptance.
  2. Benefits. Groundhogg may provide the following Benefits to Certified Partner during the Term: training, supporting marketing materials and priority support in ticketing system.
  3. Commission.
    • Certified Partner Commission. Subject to the terms and conditions of this Certified Partner Program Module Addendum, Certified Partner shall be entitled to a commission:
      • of 15% of the gross revenue of Qualified Sales for unit sales between 0 and 299 commissionable items.
      • of 20% of the gross revenue of Qualified Sales for unit sales between 300 and 599 commissionable items.
      • of 25% of the gross revenue of Qualified Sales for unit sales between 600 and 899  commissionable items.
      • Maximum of 30% of the gross revenue of Qualified Sales for unit sales over 900 commissionable items.

Same commission applies for Renewal Sales (as defined below), made by Certified Partner during each fiscal quarter during the Term (“Commission”). 

Certified Partner shall be responsible for remitting all applicable taxes and levies for which Certified Partner may be liable at law in respect of any payments to it from Groundhogg. To the extent that Groundhogg is required by any applicable law or order to withhold any sum from a payment, Groundhogg will be entitled to do so.

  1. Qualified Sale. A “Qualified Sale” means a sale by Certified Partner to any new Groundhogg customer generated by Certified Partner through a valid lead: (i) who pays in full or in part (as instalments) for a Commissionable Item; (ii) who does not cancel the subscription for such Commissionable Item for a minimum of sixty (60) days from the date of the initial purchase of the Commissionable Item; and (iii) to which Certified Partner was assigned as last referring affiliate. For clarity, a sale by Certified Partner to an existing Groundhogg customer shall not be a Qualified Sale.
  2. Renewal Sales. A “Renewal Sale” occurs when a customer to whom a Qualified Sale was made by Certified Partner renews their subscription for a Commissionable Item.
  3. Commissionable Items. A “Commissionable Item” means subscription to a plug in or add on for the Solutions by a customer. For clarity, each item purchased by the same customer within the first thirty (30) days of the customer’s first Service Plan purchase shall each be considered a Commissionable Item. Commissionable Items do NOT include: (i) the Partner Program, the Affiliate Program or custom product development (ii) any amounts refunded to customers; or (iii) any amounts paid by customers using coupons or coupon codes, as applicable.
  4. Commission Payment. Within forty-five (45) days following the end of each fiscal quarter, Groundhogg will pay to you any Commission that you become eligible for in accordance with Section 2(a) above. Commission will be paid to Certified Partner through PayPal (or a similar third party payment tool) (the “Payment Tool”), and Certified Partner agrees to comply with any and all terms and conditions and policies of the Payment Tool. Certified Partner shall be responsible for any additional fees associated with creation and maintenance of an account with the Payment Tool, or accepting Commission payments through the Payment Tool. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
  5. Certified Partner will not be entitled to Commission with respect to a Commissionable Item if: (i) an amount paid for a Commissionable Item is refunded back to a customer; or (ii) a customer cancels the subscription for a Commissionable Item before sixty (60) days have elapsed from the date of the initial purchase of the Commissionable Item, and any such amounts already paid to Certified Partner shall be repayable to Groundhogg within fourteen (14) days upon receipt of an invoice from Groundhogg for the same.
  6. In the event a Commission is paid to Certified Partner in error, Groundhogg shall notify Certified Partner, and any such amounts with respect to such error shall be repayable to Groundhogg within fourteen (14) days upon receipt of an invoice from Groundhogg for the same.
  7. Groundhogg reserves the right to withhold or reverse Commissions if Certified Partner is in breach of the Agreement, including this Certified Partner Program Module Addendum, or if the Certified Partner has engaged in any fraudulent activity including, but not limited to, cookie stuffing, cloaking, spamming or forcing pop-ups.
  8. Groundhogg shall have the sole right and responsibility for processing all orders placed by a customer, and Certified Partner acknowledges that all agreements relating to sales of Groundhogg products to a customer shall be between Groundhogg and the customer.
  9. Cookie and Lead Registration.
    • Groundhogg reserves the right to determine, in its sole discretion, whether a lead is considered valid. A “lead” refers to an individual or entity who/which has provided contact information to Certified Partner and has the potential to become a customer. Groundhogg may determine that a lead is invalid, for any reason, including, but not limited to, if the lead is considered to be a pre-existing customer of Groundhogg.
    • If a lead is determined to be valid by Groundhogg, in its sole discretion, Certified Partner shall only be entitled to a Commission if Certified Partner refers leads through their unique tracking link or if leads are registered through the affiliate section of Groundhogg’s website.
    • When a lead is referred through Certified Partner’s unique tracking link, the Certified Partner will be set as latest referring affiliate and cookies will be set to expire after 120 days, after which time Certified Partner’s latest referring affiliate status will expire.
    • When a lead is registered through the affiliate section of Groundhogg’s website, Certified Partner will be set as latest referring partner for 120 days, after which time Certified Partner’s latest referring affiliate status will expire.
    • Certified Partner may re-register leads in order to avoid expiration. Groundhogg shall not pay any Commission to Certified Partner for leads that have expired.
    • Once lead information is received by Groundhogg through Groundhogg’s database, Groundhogg reserves the right to elect to engage with the lead directly, regardless of whether or not the lead is valid. If a lead is not valid then we may choose to maintain it in our database and we may choose to engage with such lead. Any engagement between Groundhogg and a lead will be at Groundhogg’s discretion.
  10. Assignments.
    • If, at the time Certified Partner registers a lead (either through the lead registration process or through a unique tracking link), the lead already exists in Groundhogg’s database, the most recent lead registration or unique tracking link will assign the Certified Partner associated with such lead registration or unique tracking link as the latest referring affiliate for a period up to 120 days after which time the latest referring affiliate status expires.
    • Certified Partner is not eligible for assignment as latest referring affiliate on any sale for which Certified Partner uses its own credit card to make a purchase from Groundhogg.
    • Any Certified Partner may request an audit of the latest referring affiliate up to ninety (90) days after the date of a Qualified Sale. If an audit reveals an error with respect to the latest referring affiliate, Groundhogg reserves the right to correct the error as it deems appropriate.
  11. Program Requirements.
    • Certified Partner must have an active account with Groundhogg.
    • Certified Partner must successfully complete any training as required by Groundhogg.
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