Click and Grow Affiliate Program Agreement
Last updated: 2. July 2021
We are Click & Grow OÜ, a company established and existing under the laws of the Republic of Estonia, with address Paju 2-3, 50603, Tartu, Estonia (hereinafter “Click and Grow”, "we", "us", and "our") and we are providing various business services for our customers via website https://clickandgrow.com (hereinafter “Click and Grow Services”).
Click and Grow Affiliate Program is initiated to involve bloggers, influencers, and freelancers to promote Click and Grow Services. This affiliate agreement (hereinafter the “Agreement”) stipulates the terms and conditions, under which you may become an affiliate in the Click and Grow Affiliate Program and start sending traffic to the Click and Grow website using your tracking link in exchange for a commission.
The terms “Affiliate”, “you”, "your" and "yours“ refer to a natural person or a legal person who has signed up as an affiliate and who has accepted these terms and conditions. By accepting the Agreement, you confirm having carefully read the Agreement. Upon accepting the Agreement, the terms stipulated herein shall become a binding agreement between you and us.
1. Overview of Click and Grow Affiliate Program and Getting Started
1.1. By signing up to the Click and Grow Affiliate Program, you undertake to perform actions aimed at increasing traffic on Click and Grow's website. For that purpose, you undertake to create quality content related to Click and Grow and Click and Grow Services for your audience, publish the content together with your tracking link in your social media account, blog, or any other medium you use for communicating with your audience (hereinafter the “Post”). Subject to the Agreement, Click and Grow shall pay to you the commission as stipulated in the Agreement when your customer link drives sales for Click and Grow. You hereby also confirm that your activities under this Agreement are ancillary to your other professional activities and you do not obtain a greater part of your income from the activities under this Agreement.
1.2. To become an Affiliate, you are required to submit a sign-up application and accept this Agreement. By submitting the application and accepting the Agreement, you confirm that: (a) the data provided by you upon registration are true, accurate, and full, (b) you agree to act in accordance with the Agreement, (c) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement.
1.3. If you wish to sign up as a natural person, you confirm that you are at least 18 years of age and you have full active legal capacity. By signing up as a legal entity, you must be duly incorporated, have the full legal capacity, and have duly authorized representatives.
1.4. We reserve the right to reject the sign-up application or deactivate your tracking link at any time and without any obligation to justify our decision. We are entitled to deactivate your Affiliate status and your tracking link at any time if we determine that your Post and/or website is unsuitable for promoting Click and Grow Services, including but not limited to, if:
1.4.1. it promotes sexually explicit materials;
1.4.2. it promotes violence;
1.4.3. it promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
1.4.4. it promotes illegal activities;
1.4.5. it incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law;
1.4.6. it includes "Click and Grow" or variations or misspellings thereof in its domain name;
1.4.7. it is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
1.4.8. it contains software downloads that potentially enable diversions of commission from other affiliates in our program;
1.4.9. you create or design your website or any other website that you operate, explicitly or implied in a manner that resembles our website or design your website in a manner that leads customers to believe you are Click and Grow.
1.5. Upon acceptance of your sign-up application by us and entry into the Agreement, you will be provided with your own personal account to our Affiliate Dashboard and unique tracking link. The tracking link needs to be used every time you promote Click and Grow and Click and Grow Services to your audience. You understand that the tracking link enables us to identify any potential client mediated by you to us. You also understand that if you do not use the unique tracking link specifically assigned to you or you are using the tracking link contrary to the guidelines, we are not able to link a potential client with you. A failure in linking the client with you takes away your right to receive a commission.
1.6. By logging in to the Affiliate Dashboard, you can review and analyze your marketing and sales efforts and see our calculation of the commissions due to you. You will also be able to review our program details, see your tracking link, and access marketing/advertising creatives.
1.7. You expressly agree and understand that you act as an independent contractor, and nothing in this Agreement is meant or shall be construed in any way or manner, to create between you and us a relationship of employer and employee, partners, agency, or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of this Agreement. In any case, you are not authorized and shall not have the power or authority to bind us to any legal relationship, or incur any liability or obligation, or act on behalf of us. For the avoidance of any doubt, the entry into this Agreement shall not constitute an agency agreement between you and us.
2. Affiliate Obligations
2.1. You shall act with due diligence and make all reasonable efforts to mediate potential clients with whom we could enter into a service agreement.
2.2. In order for us to accurately keep track of all guest visits, registrations, and sales from your Posts/website to our website, you must always use your tracking link.
2.3. In providing the content, you may not do anything harmful to Click and Grow’s image and reputation. Content created by you should be truthful and a creative representation of Click and Grow Services that, depending on the purpose of the Post, educates followers and/or increases their curiosity about Click and Grow. We fully respect your creative freedom to create Posts in a way that inspires your audience, but when creating a Post, we expect from you and you agree to follow all promotion restrictions stipulated in this Agreement.
2.4. Maintenance and updating of the information you share about Click and Grow on your website and other channels will be your responsibility. We may monitor your Posts/website as we feel necessary to make sure that information contained therein is up-to-date and correct and notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your Posts/website. You must have express permission to use any person's copyrighted material, whether it be in writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
2.6. You will be responsible for any tax reporting and/or payment obligations applicable in respect to any commissions received from us under this Agreement as stipulated in clause 6.8.
2.7. By accepting this Agreement, you understand that it is prohibited to:
2.7.1. use the tracking link or any content made available to you by us in the course of the Click and Grow Affiliate Program for any unlawful purposes;
2.7.2. solicit others to perform or participate in any unlawful acts;
2.7.3. violate any international or local regulations, rules, and laws;
2.7.4. harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
2.7.5. submit any false or misleading information;
2.7.6. upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of our website;
2.7.7. spam, phish, pharm, pretext, spider, crawl, or scrape;
2.7.8. use the tracking link, discount code or Click and Grow’s content for any obscene or immoral purpose;
2.7.9. sign up for the Click and Grow Affiliate Program if you are not able to form legally binding contracts (for example if you are under 18 years old), or are temporarily or indefinitely suspended from using our site, services, applications, or tools;
2.7.10. transfer your account, test product discount code, or tracking link to another party.
2.8. You understand and agree that your activities shall not create a permanent establishment of Click and Grow. With the foregoing in mind, you undertake to inform Click and Grow immediately if Click and Grow is the sole contractor of your services. In the event the permanent establishment should emerge due to your activities, you are required to reimburse all expenses arising to Click and Grow.
3. Click and Grow Rights and Obligations
3.1. We have the right to monitor your Posts/website at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes that we feel should be made, or to make sure that your advertisements and Click and Grow promotional content are appropriate, and to notify further you of any changes that we feel should be made.
3.2. Click and Grow will have the unilateral right to decide whether and if yes, on what conditions enter into a service agreement with any customers, who were directed to our website by using your unique tracking link. Click and Grow will be also free to terminate the service agreements with any such customers at any time and according to its own discretion. Click and Grow reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions. In such cases, you will lose the right to commission as stipulated in clause 6.
4. Term and Termination
4.1. The Agreement shall take effect from the date of acceptance thereof and is entered into for an unspecified term.
4.2. Either party may unilaterally end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of an email. For the avoidance of doubt, Click and Grow shall have the right to terminate this Agreement with immediate effect, by serving you a written notice if you have:
4.2.1. committed fraud in your use of the Click and Grow Affiliate Program or you abuse the Click and Grow Affiliate Program in any way. If such fraud or abuse is detected, Click and Grow shall not be liable to you for any commissions for such fraudulent sales;
4.2.2. refused to make changes to your Post/website which Click and Grow has requested in accordance with clause 3 of this Agreement;
4.2.3. breached any promotional restrictions stipulated in this Agreement.
4.3. After the termination of the Agreement, regardless of the ground for the termination, we shall have the right to delete your Affiliate account.
4.4. Upon termination of the Agreement on any ground specified in clause 4.2 of this Agreement, you shall not be entitled to receive a commission even if the commission would still be subject to payment if the Agreement was in force.
Click and Grow reserves the right to update and change the Terms of Service from time to time without notice. Continued use of the Program after any such changes shall constitute your consent to such changes. Modifications may include but are not limited to, changes in the payment procedures and Click and Grow Affiliate Program rules. If you do not agree to the change of terms of this Agreement, you have a right to terminate the Agreement by notification via email. Your continued participation in the Click and Grow Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Commission and Payments
6.1. In consideration of your promotional activities, we shall pay you a commission as stipulated in this clause 6 in respect of each person who has been directed to our website by using your unique tracking link and with whom we enter into a service agreement. We shall not pay you a commission if any of the grounds stipulated in clause 6.4 preclude payment of the commission.
6.2. When a person who has been directed to our website by using your unique tracking link becomes a Click and Grow customer, your commission will be 10% of the profit earned and distributed to Click and Grow by the partnership created by the respective Click and Grow customer and Click and Grow company. The right to receive a commission ceases if the profit is not distributed by the partnership within 1st year from the signup, whereas the decision of whether to distribute the profit and if distribute, in what amount, is fully and solely managed on Click and Grow partnership members and you cannot influence that.
6.3. You will not receive the commission if:
6.3.1. the person directed via your tracking link is already a Click and Grow Services customer;
6.3.2. the person directed via your tracking link has already participated in the Click and Grow Affiliate Program;
6.3.3. you yourself signed up as a Click and Grow customer using your own Affiliate Program tracking link;
6.3.4. Click and Grow decides to terminate the services agreement with a customer directed to our website by using your unique tracking link for any reason before expiry of the 1st year from the sign-up;
6.3.5 if Click and Grow is entitled to refuse to make the payment on any other ground expressly stipulated in this Agreement.
6.4. The commission will be paid out once per month via PayPal. The minimum pay-out sum per month is $50. If you earn less in any given month, the funds will be paid out once the amount exceeds the threshold.
6.5. Click and Grow uses PayPal to handle all the payments. Please make sure you have the PayPal account and you have selected and set up PayPal as a payout method on Click and Grow Affiliate Dashboard. Click and Grow may require you to issue an invoice (if you are a legal entity and have an obligation to issue invoices in the country of your establishment) for the purpose of payment of a commission.
6.6. We do not have to cover any of your additional costs. You confirm that the amount of commission is sufficient to cover any and all expenses connected with the provision of services under this Agreement.
6.7. The amount of the commission payable to you is final and includes any and all applicable local and foreign taxes, state fees, tariffs, and charges. The commission also includes all and any bank transfer and currency exchange charges. You shall assume and pay, or cause to be paid, any and all such fees, expenses, taxes, and charges. If any of such payments should be paid by us, then we shall withdraw such payments from the amount of commission payable to you under this Agreement or we have the right to demand indemnification of such payment from you.
6.8. You as the affiliate (incl. the natural person) undertake to bear full responsibility for, and agree to hold Click and Grow harmless in relation to withholding or paying any taxes (except VAT, if applicable) and other state duties and fees that are due in respect to the commission paid out to you under this Agreement. For the avoidance of doubt, Click and Grow shall only pay VAT under, if applicable, and any other amounts that may be claimed from you and/or Click and Grow in relation to services provided under this Agreement will be the sole responsibility of you.
6.9. You acknowledge and understand that the relationship between Click and Grow and its customers, including the terms of calculation and payment of service fees by customers to Click and Grow, are strictly confidential and cannot be disclosed to you for the purpose of calculation of your commissions. Therefore, Click and Grow shall calculate the commissions payable to you strictly based on the information that is available to you in the Affiliate Dashboard.
Thus, you hereby waive explicitly any right to demand any other commission calculation supporting documents.
7. Promotion Restrictions
7.1. At all times, you must clearly represent yourself and your websites as independent from Click and Grow.
7.2. Advertising commonly referred to as "spamming" is unacceptable to us. For example, the following forms of advertising are prohibited by Click and Grow:
7.2.1. the use of unsolicited commercial email (UCE);
7.2.2. postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once (you may post to newsgroups to promote Click and Grow so long as the newsgroup specifically welcomes commercial messages);
7.2.3. advertising in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address.
7.3. You may use mailings to customers to promote Click and Grow so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings.
7.4. If it comes to our attention that you are spamming, we will consider that as a cause for immediate termination of this Agreement and your participation in the Click and Grow Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.5. It is strictly prohibited to share and/or post your unique tracking link on Click and Grow’s public channels (i.e. by posting the tracking link to Click and Grow’s Facebook or Instagram account).
7.6. Direct traffic sent to your Click and Grow Affiliate Program tracking link via Pay-Per-Click (PPC) campaigns is prohibited. Sending traffic to your sites and automatically redirecting it to Click and Grow’s sites is also considered direct traffic. While you can run PPC campaigns for your sites, you can’t do direct PPC campaigns for Click and Grow. We reserve the right to expel any violator from our Affiliate Program without prior notice and on the first occurrence of such PPC bidding behavior.
7.7. For the avoidance of doubt, the activities which are considered as the illegal use of Click and Grow trademark (for example Click and Grow, etc.), amongst other illegal intellectual property usages or other breaches of Click and Grow’s rights, are following (non-exhaustive list of examples):
7.7.1. acting directly or indirectly in the name of Click and Grow (i.e. there must be a clear distinction from acting as Click and Grow or by acting as you for the third parties);
7.7.2. opening or operating any social media account, portal, or website which uses Click and Grow name, logo, or trademark;
7.7.3. using the paid search ads (for example Google, Bing, or other similar) with Click and Grow brand-related or generic keywords, sending traffic to your domain and automatically redirecting it to Click and Grow’s sites;
7.7.4. adding Click and Grow links to any adult, casino, cashback, coupons, discriminatory, websites consisting of hostile or offensive content or incitements to violence or websites with content that fails to respect the legal rights of others (including infringement of the intellectual property rights of others, such as file-sharing, torrent or pirate sites or other forms of intellectual property piracy) or which is defamatory to others or other similar websites;
7.7.5. doing other activities which violate directly or indirectly Click and Grow’s rights or harm in any way Click and Grow’s reputation.
7.8. You shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Click and Grow site (i.e., no page from our site or any Click and Grow’s content or branding is visible on the end user’s screen). As used herein “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop-ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, and similar search or directory engines); (c) set commission tracking cookies through loading of Click and Grow site in IFrames, hidden links and automatic pop-ups that open Click and Grow.com site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces, or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8. Grant of Licenses
8.1. We grant to you a limited, non-exclusive, non-transferable, non-assignable, revocable right to (i) access our site through HTML links, tracing link, solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks, marketing, advertising and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Click and Grow’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Click and Grow and the goodwill associated therewith will insure the sole benefit of Click and Grow.
8.2. Your right to use the rights arising from the Licensed Material shall commence as of the entry date to this Agreement and shall expire upon termination of the Agreement for any reason.
8.3. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.
8.4 By signing up to the Click and Grow Affiliate Program, you agree that Click and Grow has the right, in its sole discretion, to use the content you have created about Click and Grow in your social media account, blog, or any other medium that you use for communicating with your audience. You agree that Click and Grow is allowed to use the content posted in its marketing and communication activities on the platforms and mediums of its choosing. According to this Agreement, Click and Grow is not obliged to compensate for the usage of your content nor credit the author of the content where it is not possible to do so.
9. Limitations of Liability and Indemnification
9.1. Affiliate dashboard and content, or features made available in conjunction with this Agreement are provided “as is” and “as available” without any warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Click and Grow disclaims all warranties. We do not provide any guarantees to you regarding the Affiliate dashboard. In particular, we shall not be responsible for the following:
9.1.1. any interruption, discontinuance, suspension, or other types of unavailability of the Affiliate dashboard;
9.1.2. any interruption or cessation of transmission to or from the Affiliate dashboard;
9.1.3. any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through Affiliate dashboard;
9.1.4. deletion of, corruption of, or failure to store any content or data;
9.1.5. the incompatibility of technologies used for accessing the Affiliate dashboard.
9.2. We will not be liable to you with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall Click and Grow's cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort, or other legal or equitable theory, exceed the total commission fees paid to you under this Agreement.
9.3. You hereby agree to indemnify and hold harmless Click and Grow and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) are related to the provision of services under this Agreement, including but not limited, arise out of or are based on (i) any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Post/website, including, without limitation, content therein not attributable to us (iv) breach of applicable law.
10.1. You undertake not to disclose to any third party any confidential information of Click and Grow as defined in clause 10.2 below that becomes known to you in connection with the Agreement. You shall also apply all reasonable measures to protect the confidential information of Click and Grow. The confidentiality obligation shall be in force during the term of the Agreement and 5 years after its termination for any reason.
10.2. Confidential information shall mean the know-how, trade secrets, software, employees, business information, research information, information about business and cooperation partners, any pricing policy of Click and Grow, IT systems, and any security measures (incl. cybersecurity measures) in use by Click and Grow, Click and Grow’s action plans and projects. Any kind of information that is not public and that can be deemed to be related to the business activities of Click and Grow shall be considered confidential information and cannot be made available to any third party without the written consent of Click and Grow except such information:
10.2.1. which is at the time of disclosure of common knowledge, or which will, later on, be of common knowledge in such a way that it is not contrary to this Agreement;
10.2.2. which you are forced to disclose under applicable laws.
11.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Click and Grow. You will have no authority to make or accept any offers or representations on our behalf.
11.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
11.3. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Estonia without regard to the conflicts of laws and principles thereof. Any disputes arising from this Agreement shall be settled in the Tartu County Court in the the Republic of Estonia.
11.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
11.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
11.7. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
11.8. 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.