By clicking on “Become an Affiliate” (or a similar box or button) when you sign up to join the GROworkspace Affiliate Partner Program or participate in any Partner Program activities, you agree to be bound by the following Affiliate Partner Program Agreement (the “Agreement”).

The Agreement is between you, as partner (“You” or “Partner”), and GROworkspace, LLC (“GROworkspace”). Each of Partner and GROworkspace may be referred to as a “Party”, and together as the “Parties”.

You can review the current version of the Agreement at any time. GROworkspace reserves the right to update and change the Agreement by posting updates and changes. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Affiliate Partner Program, You agree with and accept all of the terms and conditions contained in this Agreement, and GROworkspace’s other policies, including but not limited to GROworkspace’s Terms of Service and Privacy Policy, all of which are included in our Terms and Privacy Pages. For the avoidance of doubt, all such GROworkspace Policies form part of this Agreement and are incorporated by reference.

 

1. Partner Responsibilities

1.1. Marketing Activities

1. Partner will bear all costs and expenses related to Partner’s marketing or promotion of GROworkspace or Partner’s products or services associated with Partner’s participation in the Affiliate Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory, or jurisdiction unless otherwise determined by GROworkspace in its sole discretion.
2. In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations, and directives, including but not limited to those relating to email marketing and “spamming”.
3. Without limiting the generality of Section 1.1.2, Partner will (i) not send any email regarding GROworkspace to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding GROworkspace; and (iii) not imply that such emails are being sent on behalf of GROworkspace.
4. A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to GROworkspace; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to GROworkspace; (iii) make any false, misleading or disparaging representations or statements with respect to GROworkspace; (iv) solicit any of GROworkspace’s customers to leave GROworkspace; (v) copy, resemble or mirror the look and feel of GROworkspace’s websites, GROworkspace’s Logos (as defined below) or GROworkspace’s services or otherwise misrepresent Partner’s affiliation with GROworkspace; or (vi) engage in any other practices that may adversely affect the credibility or reputation of GROworkspace, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to GROworkspace or the Partner’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) otherwise violates GROworkspace’s Policies, including but not limited to our Acceptable Use Policy.
5. Anything Partner communicates in marketing or advertising any GROworkspace product, service or opportunity must be true and accurate. Claims that relate to any GROworkspace product, service or opportunity that are untrue or fraudulent are strictly prohibited. Partner may not claim that any government, person, or entity, including Young Living endorses or supports GROworkspace. Partner may not use the intellectual property of any other person or entity in advertising any GROworkspace product, service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.3 Unauthorized and Prohibited Activities

1. Partner will not promote or advertise GROworkspace on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
2. Partner will not use its links directly in any pay-per-click advertising;
3. Partner will not purchase search engine or other pay-per-click keywords (such as Google AdWords), logos or domain names that use the GROworkspace logos (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the GROworkspace Trademarks.
4. Partner will not create or participate in any third party networks or sub-affiliate networks without the express written permission of GROworkspace.
5. Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
6. Partner will not use direct linking to any page on any GROworkspace website, without prior written permission from GROworkspace.
7. Partner will not mask its referral sites or use deceptive redirecting links.
8. Partner will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of GROworkspace, any other customer or partner of GROworkspace, or GROworkspace itself.

1.4. FTC Guidelines

1. The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Affiliate Partner Program with GROworkspace, Partner receives compensation for referrals made to GROworkspace. This may establish a “material connection” according to FTC rules, which creates an obligation for Partner to provide disclosure to consumers.
2. Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring customers to GROworkspace; and (b) Partner is not engaged in misleading or deceptive advertising. For further information Partner should refer to the statement released by the FTC regarding these guidelines.

1.5. Other Partner Terms

1. Partner must have an active GROworkspace customer account.  
2. Partner must have an active PayPal account in which to receive payment of any Referral Fees.  This is the only method in which GROworkspace will pay You the Referral Fees.  If you do not currently have a PayPal account, you can sign up here. 
3. If the Partner is an individual, You must be the older of (i) 18 years; or (ii) at least the age of majority in the jurisdiction where You reside and from where You carry out Partner activities.
4. You confirm that You are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose. 
5. To become a Partner, Partner must create an Affiliate Partner Account by providing all information indicated as required. GROworkspace may reject an application for an Affiliate Partner Account for any reason, in its sole discretion. Partner acknowledges that GROworkspace will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Affiliate Partner Account password secure. GROworkspace cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Affiliate Partner Account and password.
6. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
7. Partner will promptly inform GROworkspace of any information known to Partner that could reasonably lead to a claim, demand or liability of or against GROworkspace by any third party.
8. Partner acknowledges and agrees that GROworkspace may amend this Agreement at any time by posting the relevant amended and restated Affiliate Partner Program Agreement on GROworkspace’s website, and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, GROworkspace will provide reasonable notice by email. Partner’s continued participation in the GROworkspace Affiliate Partner Program after the amended Affiliate Partner Program Agreement is posted to GROworkspace’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the GROworkspace Affiliate Partner Program.
9. Partner acknowledges and agrees that Partner’s participation in the GROworkspace Affiliate Partner Program, including information transmitted to or stored by GROworkspace, is governed by the GROworkspace Terms and Privacy Policies.
10. If Partner’s recruiting efforts include claims related to the potential income a GROworkspace or Young Living customer can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of GROworkspace or Young Living, the following guidelines must be adhered to: (a) Your statements must be completely true and accurate and supported by evidence; (b) if You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and (c) Your statements must be accompanied by the Young Living’s Income Disclosure Statement found at
11. https://www.youngliving.com/en_US/opportunity/income-disclosure.
12. If Partner is building a Young Living business outside of the USA then Partner Shall include the Income Disclosure statement intended for that market. 

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2. Referral Fees

2.1. Payment of Fees

1. Upon acceptance into the Affiliate Partner Program, You will be assigned one or more unique Partner URLs that You will use to advertise GROworkspace. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a GROworkspace account by using Your Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Form Submission,” and each such account is a “Free Account.” When the Prospect upgrades their account to any Platinum Plan offered by GROworkspace within 30 days of using the link corresponding to Your unique URL, registers a “Conversion,” or a “Sale.”  In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited with a “Sale.” 
2. Subject to Partner’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to GROworkspace monthly or annually. The referral fee amount is 20% of all fees received by GROworkspace for a Sold Account (the “Referral Fees”). Payments of any Referral Fees will be made on the 20th of each month following GROworkspace’s receipt of such payments in the previous calendar month.
3. Referral Fees are paid only for transactions that actually occur between GROworkspace and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by GROworkspace, You will not be paid a Referral Fee on the transaction. If a referral does not use Your Affiliate link to subscribe to GROworkspace’s services, 100% of the fee will go to GROworkspace. In order for an account to be linked to your Affiliate Partner account, a referral must use your affiliate link directly.  If payment for a Sold Account later results in a refund or charge-back, and if a Referral Fee was paid to You for that Sold Account payment, then the applicable Referral Fee will be deducted from any future Referral Fees. If GROworkspace determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to GROworkspace’s rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by GROworkspace after payment, such amounts shall be deducted from any future Referral Fees.  
4. A referral may request at any time to be removed from Your Partner Account and upon such request, You will no longer be entitled to receive any Referral Fees for such referral.
5. No Referral Fees will be paid on any Sold Account that is an affiliated business of the applicable Partner.
6. Prospects that are referred to GROworkspace through a customer account will receive an email notification from GROworkspace inviting them to join the Platinum Plan.  Referral Fees from such referrals will be paid if the customer joins any Platinum Plan within 30 days of using the original referral’s affiliate link.  If the customer does not join the Platinum Plan within such a 30 day period, such Referral Fees will be forfeited even if such customer later joins the Platinum Plan.
7. Affiliate's Platinum Plan must be in good standing on the 20th of the month in order to receive their payout from the previous calendar month. If the account has been manually downgraded before the 20th, Commissions will not be paid out. If the account is not in good standing on the 20th due to a failed payment on the account, commissions will not be paid out.
8. PayPal is “evolving the ways customers send money to Friends & Family and make payments for Goods & Services.  As of July 28, 2022 U.S. customers will now only be able to send “Friends and Family” peer-to-peer payments to consumer [personal] PayPal accounts.”  If your PayPal account is a business account, PayPal will charge you a 2.99% fee when we pay you your Affiliate payouts each month. 

   https://newsroom.paypal-corp.com/2022-06-Upcoming-Changes-to-PayPals-Pricing-Structure#.YwkZm_hFk88.link

   That is the link to the PayPal Changes shall you wish to read their terms.

9. If you reside outside of the United States and your affiliate payout is under $10 a month, you will receive it as a product credit on your account which will be applied to your next GROworkspace payment vs a payment through PayPal.

 

2.2. Partner Representations; Taxes

1. Partner hereby represents and warrants to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Partner's business, if any, such as licensing, tax and other business operation requirements.
2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from GROworkspace. If You are not a resident of the United States, GROworkspace may withhold tax (including without limitation VAT) where required to by applicable law. Where GROworkspace is required to withhold tax, GROworkspace will document such withholding.

2.3. Inventory Loading/Rebates

Partner will not be paid any Referral Fees for payments made on Your own User Account(s). Partner is not permitted to open a GROworkspace account under the name of another person or entity, or under a fictitious name. Partner is not permitted to open a GROworkspace account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered from time to time. Partner may not pay for another person’s account. Partner is not permitted to refer itself or any affiliated business. Partner is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to GROworkspace all Referral Fees earned as a result of any such violation.

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‍3. Termination

3.1. Termination

1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
2. Fraudulent or other unacceptable behavior by Partner, including breach of this Agreement or any GROworkspace Policies, as determined by GROworkspace in its sole discretion, may result in one or more of the following actions being taken by GROworkspace: (a) termination of Your affiliation with GROworkspace in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Affiliate Partner Program; and/or (c) termination of Your Partner account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.
3. At any time that your GROworkspace Platinum Plan membership is cancelled or suspended by either Party, Partner’s participation in the Affiliate Partner Program shall be automatically terminated and Partner shall no longer be entitled to any further Referral Fees. If Partner later activates a GROworkspace Platinum Plan membership, Partner will be entitled to apply for participation in the Affiliate Partner Program and to earn Referral Fees on any new Sold Accounts. For the purpose of clarity, Partner will forfeit all Referral Fees from its Sold Accounts prior to such termination.

3.2. Results of Termination

1. Upon termination of this Agreement: (a) Partner will immediately cease displaying any GROworkspace Materials (as defined below) or any GROworkspace Logos (as defined below) on any website or otherwise; and (b) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Affiliate Partner Account and Affiliate Partner Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by GROworkspace in its sole discretion.
2. This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of GROworkspace), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.‍

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4. Intellectual Property Rights

4.1. GROworkspace Materials

All GROworkspace Materials will be solely created and provided by GROworkspace unless otherwise agreed to by GROworkspace in writing in advance. GROworkspace will provide Partner with copies of, or access to, GROworkspace Materials. By using the GROworkspace Materials, You indicate Your acceptance of our usage guidelines set forth in this Agreement and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the GROworkspace Materials. The GROworkspace Materials are provided “as is” and without warranty of any kind.

Partner may display GROworkspace Materials on its websites for the purpose of marketing and promoting GROworkspace and its products and services during the term of this Agreement, or until such time as GROworkspace may, upon reasonable prior notice, instruct Partner to cease displaying the GROworkspace Materials. Partner may not alter, amend, adapt or translate the GROworkspace Materials provided to promote GROworkspace without GROworkspace’s prior written consent.

Nothing contained in any GROworkspace Materials will in any way be deemed a representation or warranty of GROworkspace.

The GROworkspace Materials will at all times be the sole and exclusive property of GROworkspace and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by GROworkspace to make changes or modifications to the GROworkspace Materials.

1. “GROworkspace Materials” means any marketing or promotional materials relating to GROworkspace or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the GROworkspace Logos.

4.2. GROworkspace Logos

1. During the term of this Agreement, GROworkspace hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the GROworkspace Logos for the sole purpose of marketing and promoting GROworkspace and its products and services. Partner acknowledges and agrees that: (a) it will use GROworkspace’s Logos only as permitted under this Agreement; (b) it will use the GROworkspace Logos in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by GROworkspace in writing from time to time; (c) the GROworkspace Logos are and will remain the sole property of GROworkspace; (d) nothing in this Agreement will confer in Partner any right of ownership in the GROworkspace Logos and all use thereof by Partner will inure to the benefit of GROworkspace; (e) Partner will not, now or in the future, apply for or contest the validity of any GROworkspace Logos; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any GROworkspace Logos.
2. “GROworkspace Logos” means the, logos, service marks and trade names of GROworkspace LLC, whether registered or unregistered, including but not limited to the word mark GROworkspace and the “GRO” or “gro” design.

 

4.3. Logo Usage Guidelines

Partner shall only use and visually present the GROworkspace Logos as follows. Partner agrees that Your use of the GROworkspace Logos in violation of these guidelines will result in automatic termination of Your participation in the Affiliate Partner Program, this Agreement, and the license and/or permission to use the GROworkspace Logos.

1. Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
2. The GROworkspace Logos are our exclusive property. All goodwill that results from Your use of the GROworkspace Logos will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the GROworkspace Logos.
3. The GROworkspace Logos must be used in a respectful manner. The GROworkspace Logos may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the GROworkspace Logos or any other of our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
4. You may use the GROworkspace mark to advertise GROworkspace in your non-paid advertising. Any time You use the GROworkspace mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for GROworkspace. Whether Your use of GROworkspace is confusing will be determined by GROworkspace in GROworkspace’s sole and absolute discretion.

You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media You choose to use: I am not an employee, agent or representative of GROworkspace, LLC. GROworkspace does not in any way endorse my products or services.

I am an independent GROworkspace Affiliate Partner and I receive referral payments from GROworkspace in this role. All opinions expressed herein are my own and are not official statements of GROworkspace or any party affiliated with GROworkspace.

4.4. Restrictions on Partner’s Use of the GROworkspace Logos

Notwithstanding Section 4.1, Partner will not:

1. use the GROworkspace Logos or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by GROworkspace in advance of each use; or
2. purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the GROworkspace Logos or any variations or misspellings thereof that may be deceptively or confusingly similar to the GROworkspace Logos.

4.5. Proprietary Rights of GROworkspace

As between Partner and GROworkspace, the GROworkspace Materials, GROworkspace Logos, all information relating to GROworkspace’s products and services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of GROworkspace or otherwise related to GROworkspace’s services, the Affiliate Partner Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “GROworkspace Property”) will be and remain the sole and exclusive property of GROworkspace.

To the extent, if any, that ownership of any GROworkspace Property does not automatically vest in GROworkspace by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to GROworkspace, upon the creation thereof, all rights, title and interest Partner may have in and to such GROworkspace Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

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5. Confidentiality

5.1 Definition

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between GROworkspace and Partner, any information related to a GROworkspace customer or other partner is the Confidential Information of GROworkspace.

5.2 Covenants

Each Party agrees to use the other Party’s’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove:

(A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information;

(B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement;

or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

‍6. Disclaimer of Warranty

The GROworkspace Affiliate Partner Program, the GROworkspace products and services, the GROworkspace Logos, and the GROworkspace Materials are provided “as-is”. GROworkspace makes no warranties under this Agreement, and GROworkspace expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, GROworkspace further disclaims all representations and warranties, express or implied, that the GROworkspace products and services, the GROworkspace Logos, or the GROworkspace Materials satisfy all of Partner’s requirements and or will be uninterrupted, error-free or free from harmful components.‍

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7. Limitation of Liability and Indemnification

7.1. Limitation of Liability

GROworkspace will have no liability with respect to the GROworkspace Affiliate Partner Program, the GROworkspace products and services, the GROworkspace Logos, the GROworkspace Materials or GROworkspace’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from GROworkspace’s products and services, the GROworkspace Logos, the GROworkspace Materials or Partner’s participation or inability to participate in the GROworkspace Affiliate Partner Program, even if GROworkspace has been advised of the possibility of such damages. In any event, GROworkspace’s liability to Partner under this Agreement for any reason will be limited to the Referral Fees paid to Partner by GROworkspace during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.

7.2. Partner Indemnification‍

Partner agrees to indemnify, defend and hold harmless GROworkspace and the directors, managers, officers, owners, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of:

(a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement;

(b) Partner’s negligence or wilful misconduct;

(c) any warranty, condition, representation, indemnity or guarantee relating to GROworkspace granted by Partner to any third party;

(d) Partner’s breach of any term of this Agreement or the GROworkspace Policies (including any documents it incorporates by reference);

(e) any third party claim that Partner’s products or services infringes the intellectual property or other rights of a third party;

(f) Partner’s taxes, including any audits or penalties related thereto;

(g) the performance, non-performance or improper performance of the Partner’s products or services; and

(h) Partner’s non-compliance or violation of any applicable laws, rules or regulations, including the FTC guidelines.

7.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.‍

 

8. General provisions

8.1. Force Majeure

GROworkspace will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

8.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative or related entity of the other Party. Neither GROworkspace nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to [email protected]; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. 

Notice will be sent to the Partner at the address provided in the Partner Account, and to GROworkspace at 3000 Colonial Center Parkway STE 100N,  Roswell, GA 30076. Attention: Legal Department.

8.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

8.6. Entire Agreement

This Agreement, including all GROworkspace Policies listed on groworkspace.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither GROworkspace nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. GROworkspace will be permitted to assign this Agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without GROworkspace’s prior written consent, to be given or withheld in GROworkspace’s sole discretion.

8.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the State of Georgia, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Fulton County, Georgia and appellate courts having jurisdiction of appeals from such courts with respect to any dispute or claim arising out of or in connection with this Agreement.

8.9. Competitive or Similar Materials

GROworkspace is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Partner’s products or services, provided that GROworkspace does not use Partner’s Confidential Information in so doing.

8.10. Modifications to this Agreement

GROworkspace may modify this Agreement (including any GROworkspace Policies) at any time by posting a revised version on the GROworkspace website or by otherwise notifying Partner in accordance with Section 8.4. By continuing to participate in the Affiliate Partner Program after the effective date of any modifications to this Agreement, Partner agrees to be bound by the modified terms.  It is Your responsibility to check the GROworkspace website regularly for modifications to this Agreement.  We last modified this Agreement on the date listed on the end of this Agreement.  

8.11. Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

8.12. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of this Agreement, in addition to all other rights and remedies available to GROworkspace under this Agreement and under applicable law, GROworkspace will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Partner’s access to the Affiliate Partner Program; (c) receive a prompt refund of all amounts paid to Partner under this Agreement; and (d) be indemnified for any losses, damages or liability incurred by GROworkspace in connection with such violation, in accordance with the provisions of Section 7.

8.12. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

8.13  GROworkspace’s Right to Monitor‍

GROworkspace has the right, but not the obligation, to monitor or investigate any Partner website and Your use of GROworkspace’s products or services at any time for compliance with this Agreement or the GROworkspace Policies.  Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.