Last updated on 18 August 2026
These Affiliate Program Terms (this “Agreement”) govern your participation in cloro’s affiliate and referral program (the “Program”). Throughout this Agreement, “cloro,” “we,” “us,” and “our” refer to Cloro Incorporation Ltd., and “Affiliate,” “you,” and “your” refer to the individual or entity enrolled in the Program.
This Agreement applies in addition to our Terms of Service and Privacy Policy. If you also hold a paid account with us, the Terms of Service continue to govern that account, and nothing in this Agreement changes it. In the event of a conflict between this Agreement and the Terms of Service, this Agreement prevails as to matters relating to the Program.
By applying to, enrolling in, or participating in the Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you enroll on behalf of an organization, you represent and warrant that you have the authority to bind that organization. We cannot accept you into the Program unless you agree to these terms.
We may update this Agreement, or replace it in its entirety, including if the Program changes, ends, or is merged into another program of ours. We will notify you of an update by email or through the Program Platform. The updated Agreement takes effect on the next business day after we send that notice. If you do not agree to an update, your remedy is to terminate as set out in Section 8 (Term and Termination).
1.1. “Program Platform” means the third party affiliate platform through which we operate the Program and through which you enrolled, currently PartnerStack or FirstPromoter, or any successor or additional platform we designate. We may run more than one Program Platform at the same time, on different commercial terms.
1.2. “Program Terms” means the commercial terms of the Program applicable to you, as published in your account on the Program Platform through which you enrolled, including the commission rate, the Referral Period, the duration for which commission is payable, any per Customer or per period commission cap, the minimum payout threshold, the payment method, and the payment schedule.
1.3. “Referral Link” means the tracking URL that the Program Platform assigns to you, and any tracking code, coupon code, or campaign identifier we make available to you for the same purpose.
1.4. “Referral Period” means the attribution window stated in the Program Terms, measured from the moment a prospective Customer clicks your Referral Link. Unless the Program Terms state otherwise, the Referral Period restarts on each subsequent click of your Referral Link.
1.5. “Customer” means an end user who acquires the Services for paid use, and not for resale, and who accepts our Terms of Service.
1.6. “Referred Customer” means a Customer whose first paid purchase of the Services is attributed to your Referral Link by the Program Platform, is validly attributed under Section 4, and is not excluded under Section 4.4.
1.7. “Services” means our cloro branded products and services as defined in our Terms of Service, including the cloro interface, our API services, and our related applications. We may change the Services at any time at our sole discretion.
1.8. “Net Fees” means the fees actually received and retained by us from a Referred Customer for the Services, less refunds, credits, chargebacks, discounts, reversed or uncollected payments, payment processing fees, and applicable taxes.
1.9. “cloro Marks” means our trademarks, service marks, logos, trade dress, brand assets, branded terms, and other designations proprietary to us. We may change the cloro Marks at any time at our sole discretion.
1.10. “cloro Materials” means the marketing materials, product screenshots, copy, product data, and brand assets we make available to you for promoting the Services. We may change or withdraw cloro Materials at any time at our sole discretion.
1.11. “Confidential Information” has the meaning given in Section 9.1.
1.12. “Applicable Laws” means all laws and regulations applicable to a party, including laws relating to advertising and endorsement disclosure, unfair and deceptive practices, unsolicited electronic communications, privacy, data protection, cookies and similar technologies, consumer protection, intellectual property, taxation, export control, and economic sanctions.
2.1. Application. To join the Program, you must complete an application on a Program Platform. We may ask you for further information before we decide, and we may require you to complete enrollment or verification steps. We may accept or reject any application at our sole discretion, with or without reason. If we do not notify you of acceptance within thirty (30) days of your application, treat the application as rejected.
2.2. Effective date. This Agreement takes effect when we notify you that you are accepted into the Program, and continues until terminated under Section 8. If you do not complete any enrollment step we require within thirty (30) days of acceptance, we may terminate this Agreement immediately and remove you from the Program.
2.3. Eligibility. You represent and warrant that: (a) you are at least eighteen (18) years old, or the age of majority in your jurisdiction if higher, and have the legal capacity to enter into this Agreement; (b) you are not a competitor of ours, and are not acting on behalf of or for the benefit of a competitor; (c) you are not our employee, officer, or contractor, and are not an immediate family member of one, unless we agree otherwise in writing; (d) you are not located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive economic sanctions, and you are not a person or entity on any applicable restricted party list; and (e) your participation in the Program does not conflict with any agreement or obligation binding on you.
2.4. One account. You may hold one Program account per Program Platform unless we agree otherwise in writing. Opening additional accounts to increase commission, to work around a suspension, or to conceal a prior termination is a material breach of this Agreement.
2.5. Program Platform terms. You must register with, and comply with the terms of service and privacy policy of, the Program Platform through which you enrolled. The Program Platform is an independent third party. We are not responsible for its availability, tracking accuracy, payment processing, currency conversion, or acts and omissions, except as expressly set out in this Agreement.
2.6. Non-exclusivity. This Agreement is not exclusive. You may promote competing products and services, and we may work with any other affiliate, partner, reseller, or marketing channel, including in the same markets and on the same terms as you.
3.1. License to promote. Subject to your compliance with this Agreement, we grant you a revocable, non-transferable, non-sublicensable, worldwide, non-exclusive license during the term of this Agreement to market, promote, display, and demonstrate the Services, and to display your Referral Link, solely for the purpose of referring prospective Customers to us.
3.2. Trademark license. Subject to your compliance with this Agreement and with any brand or usage guidelines we publish, we grant you a revocable, non-transferable, non-sublicensable, worldwide, non-exclusive license during the term of this Agreement to use the cloro Marks solely to promote the Services. You must: (a) use only the versions of the cloro Marks we make available, without altering them; (b) use them only in connection with the Program; and (c) stop using them immediately if we ask you to. You must not: (i) use the cloro Marks in a misleading or disparaging way; (ii) use them in a way that implies we endorse, sponsor, or approve your own products or services; (iii) use them in connection with unlawful, obscene, or indecent material; or (iv) register or use any domain, subdomain, social media handle, application name, or business name that contains a cloro Mark or a confusingly similar variation of one.
3.3. License to your marks. You grant us a non-exclusive, non-transferable, royalty-free right to use and display your name, trademarks, service marks, and logos in connection with operating and promoting the Program, including listing you as an affiliate.
3.4. Quality control. Your use of the Services, the cloro Marks, and cloro Materials must meet the standards we set from time to time. You must not sell, distribute, or disclose cloro Materials except as we approve. You acknowledge that this Section is a material term of this Agreement.
3.5. No resale or agency authority. You have no right or authority to resell, distribute, sublicense, or provision the Services, to set or negotiate pricing, to make commitments, to grant warranties, to accept obligations, or to incur liabilities on our behalf. You must not present yourself as cloro, as an agent of cloro, or as authorized cloro support. You are solely responsible for any statement you make about us or the Services that is not authorized by, or is inconsistent with, cloro Materials.
3.6. Reservation of rights. We reserve all rights not expressly granted in this Agreement. This Agreement grants you no license to any software, no rights in the Services, and no rights in our intellectual property beyond those stated here. We retain exclusive ownership of the Services, the cloro Marks, and cloro Materials, including all derivative works, updates, and modifications, and all goodwill from their use accrues to us. You must not contest our ownership of that intellectual property, during the term of this Agreement or afterwards, and must not remove, alter, or obscure any proprietary notice.
3.7. No modification or reverse engineering. You must not adapt, translate, or create derivative works from the Services, the cloro Marks, or cloro Materials, merge or incorporate the Services into any other product, or reverse engineer, decompile, or disassemble the Services.
3.8. Infringement notice. You must promptly tell us about any misuse or infringement of the cloro Marks or our other intellectual property that you become aware of, and cooperate with us where reasonably necessary to address it. Any decision to act is ours alone, and any recovery belongs to us.
3.9. Feedback. Any suggestion, comment, idea, or other feedback you give us about the Services, the Program, or our business is non-confidential, is our exclusive property, and may be used by us without restriction, attribution, or payment. You assign to us, and waive, any rights you hold in that feedback.
4.1. Tracking. The Program Platform issues your Referral Link and records clicks and conversions attributed to it, ordinarily through cookies or equivalent identifiers set in the prospective Customer’s browser. Tracking is performed by the Program Platform, and the Program Platform’s records are the authoritative record of clicks, conversions, and commission, subject to Section 4.5.
4.2. Valid referral. You earn commission only on a purchase that: (a) originates from a click on your Referral Link; (b) results in a paid purchase of the Services completed within the Referral Period; (c) is recorded by the Program Platform; and (d) is not excluded under Section 4.4. A click made after this Agreement has expired or terminated never produces a valid referral.
4.3. New Customers only. A referral is valid only if the prospective Customer is new to us. A prospective Customer is not new if, at the time of the click or within the sixty (60) days before it, they were an existing Customer of ours, held or had held any paid or trial account with us, or were in an active sales process with us. A Customer who cancels and later returns is not a new Customer.
4.4. Exclusions. No commission is payable where: (a) the purchase is made by you, by an entity you control or that controls you, or by a person acting on your behalf, whether directly or through a third party; (b) the referral was obtained by fraud, by misuse of the Referral Link, by breach of Section 5, or by any other means we reasonably determine to breach the spirit of the Program; (c) the Customer objects to the payment of a commission, or prohibits it under its own procurement terms; (d) you have received or will receive a fee, commission, or other consideration directly from the Customer for the same referral; (e) the Customer is enrolled in, or is being referred under, another cloro partner, reseller, or affiliate arrangement, including any other Program Platform; (f) payment of a commission is prohibited or restricted by Applicable Laws; or (g) the Customer purchases under an Order Form or other negotiated enterprise agreement, unless we agree in writing in advance to pay a commission on that opportunity.
4.5. Our determination is final. We may review, adjust, void, or reverse any recorded referral or commission where we reasonably determine that it is invalid, duplicated, fraudulent, or contrary to this Agreement, including by overriding the Program Platform’s record. We will act reasonably and, on request, will explain the basis for a reversal.
4.6. Engagement with prospects. Once a prospective Customer reaches us, we may engage with them directly, whether or not the referral is valid, and whether or not you remain in the Program. We may retain their details in our systems and market to them in accordance with our Privacy Policy. Any decision to sell to, price for, accept, refuse, suspend, or terminate a Customer is ours alone. We may change the Services, our pricing, and our plans at any time, and we owe you no compensation for the effect of such a change on your commission.
4.7. No traffic or revenue guarantee. We make no representation or guarantee about traffic, conversions, revenue, profit, or the number of Customers you will generate. Nothing in the Program is a promise of earnings.
5.1. Standard of conduct. You will use commercially reasonable efforts to promote the Services, conduct yourself in a manner that reflects favorably on us and on the Services, avoid deceptive, misleading, or unethical practices, and comply with all Applicable Laws in your promotional activity.
5.2. Disclosure of the relationship. You are solely responsible for disclosing your affiliate relationship with us, clearly and conspicuously, wherever you place a Referral Link or promote the Services, as required by Applicable Laws, including the endorsement and testimonial rules of your jurisdiction. Disclosure must be visible without the reader taking further action.
5.3. Accurate claims. You must not make any false, misleading, or unauthorized representation, warranty, or guarantee about us, the Services, our pricing, our performance, our data sources, or our legal or regulatory compliance. Where you publish a review, benchmark, comparison, or ranking that includes the Services, it must be based on your own testing or on a source you cite, and it must not misstate the terms, pricing, or capabilities of any third party. You must not present the Services as endorsed or certified by any third party that has not endorsed or certified them.
5.4. Prohibited practices. You must not, directly or through any third party acting for you:
5.5. Declared properties. You must accurately record in the Program Platform every website, domain, application, social profile, newsletter, and channel on which you intend to place a Referral Link, and keep that record current. We may require you to remove a Referral Link from any property at any time.
5.6. Data protection. Where you collect or process personal data in connection with your promotional activity, you do so as an independent controller and are solely responsible for compliance with Applicable Laws, including providing any notice and obtaining any consent required for cookies, tracking, and electronic marketing. You must not transfer personal data to us except as necessary for the Program, and you must have a lawful basis for any transfer that you make.
5.7. Subcontractors and sub-affiliates. You must not appoint a sub-affiliate or delegate your promotional activity without our prior written consent. You remain fully responsible for the acts and omissions of anyone performing promotional activity for you, as if they were your own.
5.8. Audit and suspension. We may review your promotional activity, traffic quality, and compliance at any time, and may require you to correct or remove any content or placement. We may suspend your Program account, your Referral Link, and the accrual or payment of commission while we investigate a suspected breach of this Section.
6.1. Commission. Subject to this Agreement, we will pay you the commission stated in the Program Terms, calculated on the Net Fees we actually receive and retain from a Referred Customer, for the duration and up to any cap stated in the Program Terms. The Program Terms are part of this Agreement and are incorporated by reference.
6.2. The Program Terms govern the commercial terms. The Program Terms differ between Program Platforms, and the terms of the Program Platform through which you enrolled are the only ones that apply to you. Commercial terms published for another Program Platform, quoted in our marketing material, stated in outreach, or described by any of our personnel do not apply to you and do not vary the Program Terms. Where those sources conflict with the Program Terms, the Program Terms control.
6.3. Changes to the Program Terms. We may change any aspect of the Program Terms, including the commission rate, the Referral Period, the commission duration, any cap, the minimum payout threshold, and the payment schedule, at any time and for any reason. A change takes effect when published on the Program Platform, applies to commission accruing after that date, and does not reduce commission already accrued on a valid referral. Your continued participation after a change takes effect is your acceptance of it. If you do not accept a change, your remedy is to terminate under Section 8.
6.4. Conditions of payment. To receive payment you must have: (a) accepted this Agreement; (b) an active Program account in good standing on the Program Platform; (c) a valid and current payment method recorded with the Program Platform; and (d) completed all tax documentation the Program Platform or we require. We are not obliged to pay commission while any of these is outstanding.
6.5. Payment. Commission is calculated and paid through the Program Platform on the schedule and by the method stated in the Program Terms, subject to any minimum payout threshold. You are solely responsible for keeping your contact, payment, and tax details current with the Program Platform. We are not liable for, and will not reissue, a payment that fails or is returned because your details were incorrect or out of date.
6.6. Currency. Where the Program Platform offers a choice of payout currency, the available options, the conversion, and its timing are controlled by the Program Platform. We disclaim all liability for exchange rate movements and conversion costs.
6.7. Clawback and set-off. We may withhold, deduct, reverse, or reclaim any commission that was paid on a transaction that is later refunded, credited, charged back, uncollected, cancelled within a refund period, or found to be invalid under Section 4. We may set off any amount you owe us, under this Agreement or otherwise, against any amount we owe you.
6.8. Forfeiture. If any condition in Section 6.4 remains outstanding for six (6) months after a Referred Customer’s purchase, your right to commission arising from that Customer is permanently forfeited, and we have no obligation to pay it. Once you meet those conditions, you become eligible again for commission on other Referred Customers.
6.9. Taxes and expenses. You are responsible for all taxes, levies, duties, bank charges, and payment processing fees arising from your commission, other than taxes on our net income. You bear your own costs of participating in the Program, including advertising, content production, and staffing. We reimburse no expense unless we agree to it in writing in advance.
7.1. We may make webinars, documentation, brand assets, and other resources available to you at no charge as part of the Program. We may change, withdraw, or discontinue any part of the Program’s benefits or resources at any time, without notice.
7.2. We provide support to Customers, not through you. You must not hold yourself out as providing cloro support, and must direct Customer support requests to us.
8.1. Term. This Agreement starts on the date we notify you of acceptance into the Program and continues until terminated under this Section.
8.2. Termination for convenience. Either party may terminate this Agreement, for any reason, on fifteen (15) days’ written notice to the other.
8.3. Termination for a change to this Agreement. If we update or replace this Agreement, you may terminate on five (5) days’ written notice to us, provided you send that notice within ten (10) days after we notify you of the change.
8.4. Termination for cause. We may terminate this Agreement: (a) on thirty (30) days’ notice of a material breach, if the breach remains uncured at the end of that period; (b) immediately, on breach of Section 3 (License Grants; Ownership), Section 5 (Your Obligations and Promotional Restrictions), or Section 9 (Confidentiality); (c) immediately, if you become subject to bankruptcy, insolvency, receivership, liquidation, or an assignment for the benefit of creditors, or cease to carry on business; (d) immediately, if you breach the terms of any paid account you hold with us, including any payment default; or (e) immediately, if we reasonably determine that your conduct has damaged or is likely to damage us, our Customers, or our reputation. Either party may terminate immediately on written notice if the other infringes its intellectual property rights.
8.5. Suspension. We may suspend your Program account, your Referral Link, and the accrual and payment of commission at any time, with immediate effect, where we reasonably suspect fraud, invalid traffic, or a breach of Section 5, or where we are required to do so by Applicable Laws.
8.6. Effect of termination. On expiry or termination of this Agreement:
8.7. Customer accounts are unaffected. Termination of this Agreement does not terminate, change, or transfer any Customer’s own agreement with us.
8.8. Program discontinuation. We may change, suspend, or discontinue the Program, in whole or in part, at any time. If we discontinue the Program, we will terminate this Agreement under Section 8.2 and pay commission as set out in Section 8.6.
8.9. Survival. Sections 1, 3.3, 3.6, 3.7, 3.9, 4.4, 4.5, 4.6, 6.7, 6.8, 6.9, 8.6, 8.9, 9, 10, 11, 12, 13, and 14 survive expiry or termination, together with any provision that by its nature is intended to survive, and any right of action that arose before termination.
9.1. Definition. “Confidential Information” means all non-public data and information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), in any form, whether before or after the date of this Agreement, concerning the Disclosing Party’s business or operations. It includes information about products, technology, services, roadmaps, business plans, marketing plans, distribution channels, customers, suppliers, pricing, financial information, trade secrets, know-how, processes, and data, whether or not marked confidential. Program performance data, commission rates offered to you, and any non-public term of this Agreement are our Confidential Information.
9.2. Obligations. The Receiving Party will keep Confidential Information strictly confidential during the term of this Agreement and for two (2) years afterwards, will protect it with at least reasonable care, and will not use it other than for the purposes of this Agreement. The Receiving Party may disclose it only to its personnel and professional advisors who need it for those purposes and who are bound by confidentiality obligations at least as protective as these. For information that is a trade secret under Applicable Laws, these obligations continue for as long as it remains a trade secret.
9.3. Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) the Receiving Party already knew, free of any obligation of confidence, before disclosure; (c) the Receiving Party independently developed without reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, court order, or a regulator, provided the Receiving Party gives the Disclosing Party prompt written notice where it is lawful to do so, so that the Disclosing Party may seek a protective order.
9.4. Injunctive relief. Each party acknowledges that a breach of this Section may cause irreparable harm for which damages are an inadequate remedy, and that the injured party may seek injunctive relief in addition to any other remedy available to it.
9.5. Publicity. Neither party may publicly disclose the non-public terms of this Agreement without the other’s prior written consent, except as required by Applicable Laws. This does not restrict your disclosure that you are a cloro affiliate, which Section 5.2 requires.
10.1. Mutual. Each party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations under it; (b) this Agreement is a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (c) it will comply with Applicable Laws in performing this Agreement.
10.2. Yours. You further represent and warrant that: (a) you hold all rights, consents, permissions, and licenses necessary to participate in the Program, to operate the properties on which you place a Referral Link, and to grant us the rights in Section 3.3; (b) your participation does not conflict with any other agreement or obligation binding on you; (c) you will make no representation or warranty about the Services except as this Agreement and cloro Materials expressly permit; and (d) all information you give us and the Program Platform, including your identity, tax status, payment details, and declared properties, is true, accurate, and current.
10.3. Warranty disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE PROGRAM, THE PROGRAM PLATFORM, AND CLORO MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DO NOT WARRANT THAT TRACKING WILL BE UNINTERRUPTED OR ERROR FREE. TO THE EXTENT A PARTY MAY NOT DISCLAIM A WARRANTY UNDER APPLICABLE LAWS, THE SCOPE AND DURATION OF THAT WARRANTY IS THE MINIMUM PERMITTED.
11.1. Your indemnity. You will indemnify, defend, and hold harmless cloro and its officers, directors, shareholders, employees, agents, service providers, licensors, and affiliates (the “cloro Indemnified Parties”) from any third party claim, suit, action, or proceeding, and any resulting liability, loss, damage, cost, and reasonable legal fees, arising out of or related to: (a) your participation in the Program and your promotional activity; (b) your breach of this Agreement, including Section 5; (c) your negligence or willful misconduct; (d) your infringement or misappropriation of any third party’s intellectual property or other rights; (e) your collection, use, or transfer of personal data, including any prospect data you provide to us; or (f) our permitted use of your marks under Section 3.3.
11.2. Our indemnity. We will indemnify, defend, and hold harmless you and your officers, directors, employees, and consultants from any third party claim that the cloro Marks or cloro Materials, used by you strictly in accordance with this Agreement, infringe that third party’s intellectual property rights, provided that: (a) you notify us promptly in writing of the claim; (b) the claim does not arise from your misuse, alteration, or combination of the cloro Marks or cloro Materials with anything else; (c) we have sole control of the defense and settlement; (d) you give us reasonable assistance and information; and (e) you have not breached this Agreement.
11.3. Procedure. The indemnified party will notify the indemnifying party in writing within thirty (30) days of becoming aware of a claim, give the indemnifying party sole control of the defense and settlement, and provide reasonable assistance at the indemnifying party’s expense. The indemnifying party must not accept a settlement that imposes an obligation or an admission on the indemnified party, or liability not covered by the indemnity, without the indemnified party’s prior written consent. The indemnified party may participate in the defense at its own expense.
11.4. This Section states each party’s entire obligation and exclusive remedy for third party claims of infringement.
12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER PARTY, NOR ITS OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, OR SERVICE PROVIDERS, IS LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST DATA, LOST OR UNREALIZED COMMISSION, OR COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, AND WHETHER OR NOT THAT PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION APPLIES NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM IS LIMITED TO THE TOTAL COMMISSION PAID OR PAYABLE TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.
12.3. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, TO A BREACH OF SECTION 3 (LICENSE GRANTS; OWNERSHIP) OR SECTION 9 (CONFIDENTIALITY), TO YOUR BREACH OF SECTION 5 (YOUR OBLIGATIONS AND PROMOTIONAL RESTRICTIONS), OR TO ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAWS.
13.1. Informal resolution. Before starting any formal proceeding, each party agrees to first try to resolve the dispute informally by sending the other written notice describing the dispute and the relief sought, and to negotiate in good faith for at least thirty (30) days after that notice is received.
13.2. ARBITRATION NOTICE. IF THE PARTIES CANNOT RESOLVE A DISPUTE THROUGH THE PROCESS IN SECTION 13.1, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN NEW YORK, NEW YORK BEFORE ONE (1) ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE DOES NOT PREVENT EITHER PARTY FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. BY ACCEPTING THIS AGREEMENT, YOU AND CLORO EACH WAIVE THE RIGHT TO A TRIAL BY JURY.
13.3. CLASS ACTION WAIVER. YOU AND CLORO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, IN LITIGATION OR IN ARBITRATION. UNLESS YOU AND CLORO AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS AND MAY NOT PRESIDE OVER ANY CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF FOR THAT PARTY’S INDIVIDUAL CLAIMS.
13.4. Judicial forum. Notwithstanding this Section, either party may seek injunctive or other equitable relief in the courts of Ireland or, if you are in the United States, in the state or federal courts located in New York, New York, to protect its intellectual property rights or Confidential Information. Each party irrevocably consents to the exclusive jurisdiction and venue of those courts for such a proceeding.
14.1. Governing law. This Agreement, and any dispute arising out of or related to it or to the Program, is governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law principles.
14.2. Relationship of the parties. The parties are independent contractors. This Agreement creates no agency, partnership, joint venture, franchise, employment, or similar relationship. Neither party may represent, act for, or bind the other. You must not make any statement, on your properties or elsewhere, that reasonably contradicts this Section.
14.3. Amendment and waiver. We may update or replace this Agreement as set out at the top of this page. No waiver is effective unless made in writing. No delay or failure to exercise a right or remedy waives that right or remedy, and a waiver on one occasion is not a waiver on any other.
14.4. Assignment. You may not assign or transfer this Agreement, in whole or in part, including by merger, reorganization, sale of assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to an affiliate, or in connection with a merger, reorganization, change of control, or sale of all or substantially all of our assets or of the business to which this Agreement relates. Any assignment in breach of this Section is void. Subject to this, this Agreement binds and benefits the parties’ successors and permitted assigns.
14.5. Force majeure. Neither party is liable for a failure or delay in performing its obligations, other than a payment obligation, to the extent it is caused by an event beyond that party’s reasonable control, including acts of God, war, terrorism, sabotage, natural disaster, epidemic, labor dispute, government restriction, power outage, internet or telecommunications disruption, or denial-of-service attack. Each party will use reasonable efforts to mitigate the effect of such an event.
14.6. Notices. Notices to you may be given by email to the address recorded in your Program account, or through the Program Platform, and are deemed given on sending. Notices to us must be in writing and sent by email to privacy [at] cloro.dev with the subject LEGAL NOTICE, and are deemed given on sending. Each party is responsible for keeping its contact details current.
14.7. Severability. If a provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force and effect.
14.8. Export compliance and sanctions. You will comply with all applicable export control and economic sanctions laws and regulations, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the European Union, and the United Kingdom. You must not promote, export, re-export, or transfer the Services to any prohibited country, territory, or person, or permit their use by one.
14.9. No third party beneficiaries. This Agreement is entered into solely for the benefit of you and us, and confers no right, benefit, or remedy on any third party.
14.10. Construction. Headings are for convenience only and do not affect interpretation. The rule that ambiguities are construed against the drafting party does not apply to this Agreement.
14.11. Entire agreement. This Agreement, together with the Program Terms and any document expressly incorporated by reference, is the entire agreement between the parties on its subject matter, and supersedes all prior and contemporaneous understandings and agreements, written or oral, on that subject matter, including the terms of any purchase order. No amendment or modification is binding unless made in accordance with Section 14.3 or agreed in writing by an authorized representative of each party.
