Last updated on 21 October 2026
These Affiliate Program Terms (“Affiliate Terms”) govern your participation in cloro’s affiliate and referral program (the “Program”) relating to our cloro branded products and services, as defined in our Terms of Service, including the cloro interface, our API services, and our related applications (the “Services”). Throughout these Affiliate Terms, “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.
These Affiliate Terms apply in addition to our Terms of Service available at https://cloro.dev/terms (“Terms of Service”) and our Privacy Policy available at https://cloro.dev/privacy (“Privacy Policy”). If you also hold a paid account with us, the Terms of Service shall continue to govern that account, and nothing in these Affiliate Terms shall modify the Terms of Service as they apply to that account. In the event of a conflict between these Affiliate Terms and the Terms of Service, these Affiliate Terms shall prevail with respect to matters relating to the Program. Capitalized terms not defined in these Affiliate Terms shall have the meanings provided in the Terms of Service and Privacy Policy.
By applying to, enrolling in, or otherwise participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Affiliate Terms. If you enroll in the Program on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Affiliate Terms. We cannot accept you into the Program unless you agree to these Affiliate Terms.
1.1. To join the Program, you must complete an application on the third-party affiliate platform through which we operate the Program and through which you enroll, currently FirstPromoter, or any successor or additional platform that we designate (the “Program Platform”). Each of your accounts on a Program Platform shall be a “Program Account.” We may request further information from you before deciding on your application, and may require you to complete additional enrollment or verification steps at our sole discretion. We may accept or reject any application in our sole discretion, with or without reason. If we do not notify you of your acceptance within thirty (30) days of your application, your application shall be deemed rejected.
1.2. We may operate more than one Program Platform at the same time, each of which may be subject to different commercial or legal terms. The terms of the Program applicable to you are those published in your account on the Program Platform through which you enrolled, including the commission rate, the attribution window for referrals, 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 (the “Program Terms”). The Program Terms form part of these Affiliate Terms and are incorporated herein by reference.
1.3. These Affiliate Terms shall take effect as of the date when we notify you that you have been accepted into the Program and shall continue until terminated in accordance with Section 5 (Term and Termination). If you do not complete any enrollment step that we require within thirty (30) days of your acceptance, we will consider you to have abandoned your participation in the Program and your participation in the Program shall be terminated.
1.4. 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 these Affiliate Terms; (b) you are not a competitor of cloro and are not acting on behalf of or for the benefit of a competitor of cloro; (c) you are not an employee, officer, or contractor of cloro and are not an immediate family member of any such person, unless you have provided us with prior notice of such a relationship and we have provided written agreement to your participation; (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 preexisting agreement or obligation to which you are bound.
1.5. You may hold one (1) Program Account per Program Platform unless we agree otherwise in writing. Opening additional accounts to increase commission, to circumvent a suspension, or to conceal a prior termination shall constitute a material breach of these Affiliate Terms.
1.6. You shall register with, and comply with the terms of service and privacy policy of, the Program Platform through which you enrolled. The Program Platform is not affiliated with cloro and is operated by an independent third party. We are not responsible for the availability, terms, tracking, accuracy, payment processing, currency conversion, acts or omissions, or any other aspects of the Program Platform and fully disclaim any responsibility for such Program Platforms to the fullest extent permitted by applicable law, except as expressly set out in these Affiliate Terms.
1.7. Subject to your compliance with these Affiliate Terms, cloro grants you a revocable, non-transferable, non-sublicensable, worldwide, non-exclusive license during the Term to market, promote, display, and demonstrate the Services, and to display the tracking URL that the Program Platform assigns to you and any tracking code, coupon code, or campaign identifier that we make available to you for the same purpose (collectively, your “Referral Link”), solely for the purpose of referring prospective Customers to cloro, where a “Customer” is an end user who acquires the Services for paid use, and not for resale, and who accepts the Terms of Service.
1.8. Subject to your compliance with these Affiliate Terms and with any brand or usage guidelines that we publish, cloro grants you a revocable, non-transferable, non-sublicensable, worldwide, non-exclusive license during the Term to use our trademarks, service marks, logos, trade dress, brand assets, branded terms, and other designations proprietary to cloro (the “cloro Marks”) solely to promote the Services. We may change the cloro Marks at any time in our sole discretion. You shall: (a) use only the versions of the cloro Marks that we make available to you, without alteration; (b) use the cloro Marks only in connection with the Program; and (c) stop using the cloro Marks immediately upon our request. You shall not: (i) use the cloro Marks in a misleading or disparaging manner; (ii) use the cloro Marks in a manner that implies that cloro endorses, sponsors, or approves your own products or services; (iii) use the cloro Marks 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 similar variation thereof.
1.9. These Affiliate Terms are non-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.
1.10. We may make webinars, documentation, brand assets, and other resources available to you at no charge as part of the Program, and may change, withdraw, or discontinue any part of the Program’s benefits or resources at any time without notice. We may also make available to you marketing materials, product screenshots, copy, product data, and brand assets for use in promoting the Services (“cloro Materials”), which we may change or withdraw at any time in our sole discretion.
1.11. We provide support directly to Customers and not through you. You shall not hold yourself out as providing cloro support and shall direct all Customer support requests to cloro.
2.1. You shall use commercially reasonable efforts to promote the Services, conduct yourself in a manner that reflects favorably on cloro and the Services, and avoid deceptive, misleading, or unethical practices. You shall comply with all laws and regulations applicable to you in your promotional activity, 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 (“Applicable Laws”).
2.2. You are required to, and are solely responsible for, disclosing your affiliate relationship with cloro, clearly and conspicuously, wherever you place a Referral Link or promote the Services, as required by Applicable Laws and these Affiliate Terms, including the endorsement and testimonial rules of your jurisdiction. Such disclosure shall be visible without the reader taking any further action and shall be in the language with which you communicate with your customers in the ordinary course of business.
2.3. You shall not make any false, misleading, or unauthorized representation, warranty, or guarantee regarding cloro, the Services, our pricing, our performance, our data sources, or our legal or regulatory compliance. Any review, benchmark, comparison, or ranking that you publish that includes the Services shall be based on your own testing or on a source that you cite, and shall not misstate the terms, pricing, or capabilities of any third party. Upon written request from cloro, you shall provide us with the results of any review, benchmark, comparison, or ranking that you have undertaken and published, including your methodology, for our own internal reference and review. You shall not present the Services as endorsed or certified by any third party that has not endorsed or certified them.
2.4. You shall 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 shall keep that record current. We may require you to remove a Referral Link from any property at any time.
2.5. You shall not appoint a sub-affiliate or delegate your promotional activity or assign or subcontract any of your performance of obligations under these Affiliate Terms and the Program without our prior written consent. You shall remain fully responsible for the acts and omissions of anyone performing promotional activity for you as if they were your own.
3.1. Your Referral Link shall be issued through the applicable Program Platform, and such Program Platform shall record clicks and conversions attributed to the Referral Link in accordance with the Program Platform’s own terms and functionality. Subject to Section 3.5, the Program Platform’s records shall be the authoritative record of clicks, conversions, and commission as relates to your use of the specific Referral Link during your participation in the Program.
3.2. You shall 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 attribution window stated in the Program Terms, measured from the moment the prospective Customer clicks your Referral Link (the “Referral Period”); (c) is recorded by the Program Platform; and (d) is not excluded under Section 3.4. Unless the Program Terms state otherwise, the Referral Period shall restart upon each subsequent click of your Referral Link. A click made after these Affiliate Terms have expired or otherwise have been terminated shall in no event produce a valid referral or commission.
3.3. A referral shall be valid only if the prospective Customer is new to cloro. A prospective Customer is not new if, at the time of the click or within the sixty (60) days before it, the prospective Customer was an existing Customer of cloro, held or had held any paid or trial account with cloro, or was in an active sales process with cloro. A Customer who cancels their Services and later returns to purchase the Services is not a new Customer.
3.4. No commission shall be payable where: (a) the purchase is made by you, by an entity that 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 2 (Affiliate Obligations) or Section 7 (Promotional Restrictions), or by any other means that we reasonably determine to breach these Affiliate Terms or the spirit of the Program; (c) the Customer objects to the payment of a commission, or prohibits such payment 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 through any other Program Platform; (f) payment of a commission is prohibited or restricted by Applicable Laws; or (g) the Customer purchases the Services under an Order Form (as defined in the Terms of Service) or other negotiated enterprise agreement, unless we agree in writing in advance to pay a commission on that opportunity.
3.5. 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 these Affiliate Terms, including by overriding the Program Platform’s records. We will act reasonably and, upon request, will explain the basis for any reversal. Our determination shall be final.
3.6. Once a prospective Customer reaches cloro, we may engage with the prospective Customer directly, whether or not the referral is valid and whether or not you remain in the Program, and may retain the prospective Customer’s details in our systems and market to them in accordance with our Privacy Policy. Any decision to sell to, set pricing for, accept, refuse, suspend, or terminate a Customer shall be ours alone. We may change the Services at any time in our sole discretion, and may change our pricing and our plans at any time, and we owe you no compensation for the effect of any such change on your commission.
3.7. We make no representation or guarantee regarding traffic, conversions, revenue, profit, or the number of Referred Customers that you will generate. Nothing in the Program or these Affiliate Terms shall constitute a promise of earnings.
4.1. Subject to these Affiliate Terms, we shall pay you the commission stated in the Program Terms for each Customer whose first paid purchase of the Services is attributed to your Referral Link by the Program Platform, is validly attributed under Section 3 (Referral Tracking and Attribution), and is not excluded under Section 3.4 (each, a “Referred Customer”). Commission shall be calculated on the fees actually received and retained by cloro from a Referred Customer for the Services, less refunds, credits, chargebacks, discounts, reversed or uncollected payments, payment processing fees, and applicable taxes (“Net Fees”), for the duration and up to any cap stated in the Program Terms.
4.2. The Program Terms differ between Program Platforms, and the Program Terms of the Program Platform through which you enrolled are the only Program Terms that apply to you. Terms published for another Program Platform, quoted in our marketing materials, stated in outreach, or described by any of our personnel shall not apply to you and shall not vary the Program Terms. Where any such source conflicts with the Program Terms, the Program Terms shall control.
4.3. We may change any aspect of the Program Terms, including the commission rate, the Referral Period, the commission duration, any commission cap, the minimum payout threshold, and the payment schedule, at any time and for any reason. Any such change shall take effect when published on the Program Platform, shall apply to commission accruing after that date, and shall not reduce commission already accrued on a valid referral. Your continued participation in the Program after a change takes effect shall constitute your acceptance of that change. If you do not accept a change, your sole and exclusive remedy is to terminate these Affiliate Terms in accordance with Section 5 (Term and Termination).
4.4. To be eligible to earn credit for a Referred Customer or receive payment of any commission whatsoever, you must at the time such credit or commission would otherwise accrue have: (a) accepted these Affiliate Terms; and (b) an active Program Account in good standing on the Program Platform.
4.5. Commission shall be 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 shall not be liable for, and will not reissue, any payment that fails or is returned because your details were incorrect or out of date.
4.6. 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.
4.7. We may withhold, deduct, reverse, or reclaim any commission paid on a transaction that is later refunded, credited, charged back, uncollected, or cancelled within a refund period, or that is found to be invalid under Section 3 (Referral Tracking and Attribution). We may set off any amount that you owe us, under these Affiliate Terms or otherwise, against any amount that we owe you.
4.8. In order to receive payment of any commission, you must have (a) a valid and current payment method recorded with the Program Platform; and (b) completed all tax documentation that the Program Platform or cloro requires. We shall have no obligation to pay commission while any of these conditions remains outstanding. Furthermore, if any condition in this Section 4.8 is incomplete, inaccurate, or otherwise remains outstanding for six (6) months after a Referred Customer’s purchase, your right to commission arising from that Referred Customer shall be permanently forfeited, and we shall have no obligation to pay it. Once you satisfy those conditions, you shall again become eligible to receive payment from other Referred Customers that make a purchase as of the date the conditions in this Section 4.8 have been satisfied.
4.9. You are responsible for all taxes, levies, duties, bank charges, and payment processing fees arising from your commission, other than taxes based on cloro’s net income. You shall bear your own costs of participating in the Program, including advertising, content production, and staffing costs, and we shall not reimburse any expense unless we agree to do so in writing in advance.
5.1. The term of these Affiliate Terms shall begin on the date we notify you of your acceptance into the Program and shall continue until these Affiliate Terms are terminated in accordance with this Section 5 (the “Term”).
5.2. Termination by Either Party. Either party may terminate these Affiliate Terms: (a) for any reason, upon fifteen (15) days’ written notice to the other party; or (b) immediately upon written notice to the other party, if the other party infringes its intellectual property rights.
5.3. Termination by Affiliate. If we update or replace these Affiliate Terms in accordance with Section 13.3, you may terminate these Affiliate Terms upon five (5) days’ written notice to us, provided that you send such notice within ten (10) days after we notify you of the update or replacement.
5.4. Termination by cloro. We may terminate these Affiliate Terms: (a) upon thirty (30) days’ notice of a material breach, if such breach remains uncured at the end of that period; (b) immediately, upon a breach of Section 1.7, Section 1.8, Section 2 (Affiliate Obligations), Section 6 (Intellectual Property), Section 7 (Promotional Restrictions), or Section 9 (Confidential Information); (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 that 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 cloro, our Customers, or our reputation.
5.5. 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 2 (Affiliate Obligations) or Section 7 (Promotional Restrictions), or where we are required to do so by Applicable Laws.
5.6. Effect of Termination or Suspension. Upon expiration or termination of these Affiliate Terms or suspension of your Program Account or Referral Link: (a) all licenses granted to you hereunder shall immediately end, and you shall stop using the cloro Marks and cloro Materials and remove every Referral Link and reference to the Program from your properties; (b) you shall return or, at our request, destroy all cloro Materials and Confidential Information in your possession or control; (c) a click on your Referral Link after the effective date of termination shall in no event produce a valid referral, and we may retain and engage with any prospective Customer already in our systems; (d) where these Affiliate Terms are terminated by us under Section 5.2(a), by you under Section 5.2(b), or by you under Section 5.3, we shall pay commission on valid referrals that convert and are recognized by us within thirty (30) days after the effective date of termination, and no commission shall be payable on anything recognized after that period; and (e) where these Affiliate Terms are terminated by you under Section 5.2(a), or by us under Section 5.2(b) or Section 5.4, all accrued and future commission shall end on the effective date of termination, whether or not you would otherwise have been eligible for such commission.
5.7. Customer Accounts. Termination of these Affiliate Terms shall not terminate, modify, or transfer any Customer’s own agreement with cloro.
5.8. 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 these Affiliate Terms under Section 5.2(a) and pay commission as set out in Section 5.6.
5.9. Survival. The following provisions of these Affiliate Terms shall survive any expiration or termination of these Affiliate Terms: Sections 3.4, 3.5, 3.6, 4.7, 4.8, 4.9, 5.6 (Effect of Termination), 5.9 (Survival), 6.1 (Reservation of Rights), 6.2 (Restrictions), 6.6 (Affiliate Marks), 6.7 (Feedback), 8 (Representations and Warranties), 9 (Confidential Information), 10 (Indemnification), 11 (Limitation of Liability), 12 (Dispute Resolution), and 13 (General Provisions), together with each defined term used in those provisions, any other provision that by its nature is intended to survive termination, and any right of action that arose before termination.
6.1. Reservation of Rights. We reserve all rights not expressly granted in these Affiliate Terms. These Affiliate Terms grant you no license to any software, no rights in the Services, and no rights in our intellectual property beyond those expressly set out herein. cloro retains exclusive ownership of the Services, the cloro Marks, and cloro Materials, including all derivative works, updates, and modifications thereof, and all goodwill arising from their use shall accrue to cloro. You shall not contest cloro’s ownership of such intellectual property, during the Term or thereafter, and shall not remove, alter, or obscure any proprietary notice.
6.2. Restrictions. You shall not: (a) adapt, translate, or create derivative works from the Services, the cloro Marks, or cloro Materials; (b) merge or incorporate the Services into any other product; or (c) reverse engineer, decompile, or disassemble the Services.
6.3. 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 cloro’s behalf. You shall 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 cloro or the Services that is not authorized by, or is inconsistent with, cloro Materials.
6.4. Quality Control. Your use of the Services, the cloro Marks, and cloro Materials shall meet the standards that we set from time to time. You shall not sell, distribute, or disclose cloro Materials except as we approve. You acknowledge that this Section 6.4 is a material term of these Affiliate Terms.
6.5. Infringement Notice. You shall promptly notify cloro of any misuse or infringement of the cloro Marks or our other intellectual property of which you become aware, and shall cooperate with cloro where reasonably necessary to address it. Any decision to take action shall be cloro’s alone, and any recovery shall belong to cloro.
6.6. Affiliate Marks. You grant cloro 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 by listing you as an affiliate.
6.7. Feedback. If you provide us with any suggestions, comments, ideas, or other feedback regarding the Services, the Program, or our business (“Feedback”), such Feedback shall be non-confidential and shall become the exclusive property of cloro, and we may use the Feedback without restriction, attribution, or payment to you. You hereby assign to cloro, and waive, any rights you hold in the Feedback.
7.1. You shall not, directly or through any third party acting on your behalf, engage in any of the following prohibited practices: (a) bidding on, or purchasing advertising against, any cloro Mark, any misspelling or close variant of a cloro Mark, or any keyword or phrase containing a cloro Mark, in any paid search, shopping, social, marketplace, or display campaign, including on a broad match basis without those terms as negatives; (b) running paid advertising that links directly to cloro.dev or to any other cloro property, whether through your Referral Link or otherwise; (c) registering or operating any domain, subdomain, URL, page title, or profile that uses a cloro Mark or a confusingly similar variation thereof, including typosquatted domains; (d) using cookie stuffing, forced clicks, auto-redirects, pop-ups, pop-unders, hidden or zero-size frames, adware, toolbars, browser extensions that inject or rewrite links, or any other mechanism that sets tracking without a genuine, informed click by the user; (e) masking, stripping, rewriting, or falsifying referrer information, or otherwise concealing the origin of traffic; (f) generating clicks or signups using bots, scripts, click farms, automated account creation, or any other non-human or non-genuine traffic; (g) offering cashback, rebates, points, prizes, or any other incentive in exchange for a signup or purchase, unless we approve such offer in writing in advance; (h) publishing, advertising, or implying any discount, coupon, trial, or promotional code that we have not issued, or operating a coupon page that claims to hold codes that it does not hold; (i) sourcing prospects from purchased, scraped, or compiled personal data, from directories or phonebooks, or from any list for which you do not hold a lawful basis and a valid consent where one is required; (j) sending unsolicited email, SMS, push notifications, direct messages, or automated calls promoting the Services, or promoting the Services in any manner that breaches any anti-spam law or platform policy; (k) posting your Referral Link where doing so breaches the rules of the host site or community, including forums, subreddits, question and answer sites, review platforms, and app stores; (l) promoting the Services alongside or within content that is unlawful, defamatory, hateful, obscene, or adult, or that infringes any third party’s rights; (m) promoting the Services for any use that the Terms of Service prohibit, or representing that we permit any use that the Terms of Service prohibit; and (n) reselling, sublicensing, bundling, or otherwise providing access to the Services, or representing that you are able to do so.
7.2. Where you collect or process personal data, personal information, or any equivalent term as may be defined in Applicable Laws, 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 shall not transfer personal data to cloro except as necessary for the Program, and you shall have a lawful basis for any such transfer that you make.
7.3. 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 Section 2 (Affiliate Obligations) or this Section 7.
8.1. By Each Party. Each party represents and warrants that: (a) it has the full right, power, and authority to enter into these Affiliate Terms and to perform its obligations hereunder; (b) these Affiliate Terms constitute a legal, valid, and binding obligation enforceable against it in accordance with their terms; and (c) it shall comply with Applicable Laws in performing its obligations under these Affiliate Terms.
8.2. By Affiliate. 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 cloro the rights set out in Section 6.6; (b) your participation in the Program does not conflict with any other agreement or obligation binding on you; (c) you will make no representation or warranty regarding the Services except as these Affiliate Terms and cloro Materials expressly permit; and (d) all information that you provide to cloro and to the Program Platform, including your identity, tax status, payment details, and declared properties, is true, accurate, and current.
8.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE AFFILIATE TERMS, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER 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.” CLORO DOES NOT WARRANT THAT TRACKING WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT THAT A PARTY MAY NOT DISCLAIM ANY WARRANTY UNDER APPLICABLE LAWS, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED.
9.1. “Confidential Information” means all non-public data and information, in any form, disclosed by one party (the “Discloser”) to the other party (the “Recipient”), whether before or after these Affiliate Terms take effect, concerning the Discloser’s business or operations, whether or not marked as confidential, including information regarding products, technology, services, roadmaps, business plans, marketing plans, distribution channels, customers, suppliers, pricing, financial information, trade secrets, know-how, processes, and data. Program performance data, the commission rates offered to you, and any non-public term of these Affiliate Terms are cloro’s Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) the Recipient already knew, free of any obligation of confidentiality, before disclosure; or (c) the Recipient independently developed without reference to the Discloser’s Confidential Information.
9.2. The Recipient shall: (a) keep the Discloser’s Confidential Information strictly confidential during the Term and for two (2) years thereafter; (b) protect the Discloser’s Confidential Information using at least reasonable care; (c) use the Discloser’s Confidential Information only for the purposes of these Affiliate Terms; and (d) not disclose the Discloser’s Confidential Information to any third party except to its personnel and professional advisors who need it for those purposes and who are bound by obligations of confidentiality at least as protective as those set forth herein. With respect to any Confidential Information that is a trade secret under Applicable Laws, these obligations shall continue for as long as such information remains a trade secret. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to the extent required by law, court order, or a regulator, provided that the Recipient gives the Discloser prompt written notice where it is lawful to do so, so that the Discloser may seek a protective order.
9.3. The parties acknowledge that a breach of this Section 9 may cause irreparable harm for which damages would be an inadequate remedy, and that the non-breaching party may seek injunctive relief in addition to any other remedy available to it.
9.4. Neither party shall publicly disclose the non-public terms of these Affiliate Terms without the other party’s prior written consent, except as required by Applicable Laws. Nothing in this Section 9.4 restricts your disclosure that you are a cloro affiliate, which Section 2.2 requires.
10.1. By Affiliate. Affiliate shall defend, indemnify, and hold harmless cloro and its officers, directors, shareholders, employees, agents, service providers, licensors, and affiliates from and against any and all third-party claims, suits, actions, and proceedings, and any resulting liabilities, losses, damages, and costs (including reasonable legal fees), arising out of or related to: (a) Affiliate’s participation in the Program and promotional activity; (b) any breach by Affiliate of these Affiliate Terms, including Section 2 (Affiliate Obligations) and Section 7 (Promotional Restrictions); (c) Affiliate’s negligence or willful misconduct; (d) Affiliate’s infringement or misappropriation of any third party’s intellectual property or other rights; (e) Affiliate’s collection, use, or transfer of personal data, including any prospect data that Affiliate provides to cloro; or (f) cloro’s permitted use of Affiliate’s marks under Section 6.6.
10.2. By cloro. cloro shall defend, indemnify, and hold harmless Affiliate and its officers, directors, employees, and consultants from and against any third-party claim alleging that the cloro Marks or cloro Materials, used by Affiliate strictly in accordance with these Affiliate Terms, infringe such third party’s intellectual property rights.
10.3. Exclusions. Notwithstanding anything to the contrary in Section 10.2, cloro’s indemnity obligations shall not apply if: (a) Affiliate fails to notify cloro of the claim promptly and in writing; (b) the claim arises from Affiliate’s misuse or alteration of the cloro Marks or cloro Materials, or from Affiliate’s combination of the cloro Marks or cloro Materials with anything else; (c) cloro does not have sole control of the defense and settlement of the claim; (d) Affiliate fails to give cloro reasonable assistance and information; or (e) Affiliate has breached these Affiliate Terms.
10.4. Indemnification Procedures. The party seeking indemnification (the “Indemnified Party”) shall: (a) notify the other party (the “Indemnifying Party”) in writing within thirty (30) days of becoming aware of any claim for which indemnification is sought; (b) grant the Indemnifying Party sole control over the defense and settlement of such claim; and (c) provide reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense of any claim at its own expense. The Indemnifying Party shall not accept any settlement that imposes an obligation or an admission on the Indemnified Party, or any liability not covered by the indemnity, without the Indemnified Party’s prior written consent.
10.5. Exclusive Remedy. This Section 10 states each party’s entire obligation and exclusive remedy with respect to third-party claims of infringement.
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL EITHER PARTY, OR ITS OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST DATA, LOST OR UNREALIZED COMMISSION, OR COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, CLORO’S TOTAL AGGREGATE LIABILITY TO AFFILIATE ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS OR THE PROGRAM SHALL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE BY CLORO TO AFFILIATE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3. THE LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, TO A BREACH OF SECTION 1.7, SECTION 1.8, SECTION 6 (INTELLECTUAL PROPERTY), OR SECTION 9 (CONFIDENTIAL INFORMATION), TO AFFILIATE’S BREACH OF SECTION 2 (AFFILIATE OBLIGATIONS) OR SECTION 7 (PROMOTIONAL RESTRICTIONS), OR TO ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAWS.
12.1. Informal Resolution. Before initiating any formal dispute resolution proceeding, each party agrees to first attempt to resolve the dispute informally by sending written notice to the other party describing the nature of the dispute and the relief sought. The parties shall negotiate in good faith for a period of not less than thirty (30) days following receipt of such notice.
12.2. Arbitration. IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH THE INFORMAL PROCESS DESCRIBED IN SECTION 12.1, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE AFFILIATE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, 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 SHALL NOT PRECLUDE EITHER PARTY FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. BY ACCEPTING THESE AFFILIATE TERMS, YOU AND CLORO EACH WAIVE THE RIGHT TO A TRIAL BY JURY.
12.3. 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, WHETHER IN LITIGATION OR IN ARBITRATION. UNLESS YOU AND CLORO AGREE OTHERWISE IN WRITING, THE ARBITRATOR SHALL NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY’S CLAIMS, SHALL 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.
12.4. Judicial Forum. Notwithstanding anything to the contrary in this Section 12, either party may seek injunctive or other equitable relief in the courts of Ireland or, if you are located 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 such courts for purposes of any such proceeding.
13.1. Governing Law. These Affiliate Terms, and any dispute arising out of or related to these Affiliate Terms or the Program, shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of law principles.
13.2. Entire Agreement. These Affiliate Terms, together with the Program Terms and any other document expressly incorporated herein by reference, constitute the entire agreement between you and cloro with respect to their subject matter and supersede all prior and contemporaneous understandings and agreements, whether oral or written, relating to such subject matter, including the terms of any purchase order. No amendment or modification of these Affiliate Terms shall be binding unless made in accordance with Section 13.3 or agreed in writing by an authorized representative of each party.
13.3. Amendments. We may update these Affiliate Terms, or replace them in their entirety, including if the Program changes, ends, or is merged into another program of ours. We will notify you of any update by email or through the Program Platform, and the updated Affiliate Terms shall take effect on the next business day after we send such notice. If you do not agree to an update, your remedy is to terminate these Affiliate Terms as set out in Section 5 (Term and Termination).
13.4. Assignment. Affiliate may not assign or transfer these Affiliate Terms, in whole or in part, including by merger, reorganization, sale of assets, change of control, or operation of law, without the prior written consent of cloro. cloro may assign these Affiliate Terms: (a) to any affiliate of cloro; or (b) in connection with a merger, reorganization, change of control, or sale of all or substantially all of cloro’s assets or of the business to which these Affiliate Terms relate. Any purported assignment in violation of this Section 13.4 shall be null and void. Subject to the foregoing, these Affiliate Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
13.5. Severability. If any provision of these Affiliate Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, shall be severed from these Affiliate Terms, and the remaining provisions shall continue in full force and effect.
13.6. Waiver. No waiver of any provision of these Affiliate Terms shall be effective unless made in writing. No failure or delay by either party in exercising any right or remedy under these Affiliate Terms shall constitute a waiver of that right or remedy, and a waiver on one occasion shall not constitute a waiver on any other occasion.
13.7. Notices. Notices to you may be given by email to the address recorded in your Program Account, or through the Program Platform, and shall be deemed given upon sending. Notices to cloro shall be in writing and sent by email to privacy [at] cloro.dev with the subject line “LEGAL NOTICE,” and shall be deemed given upon sending. Each party is responsible for keeping its contact details current.
13.8. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Affiliate Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond the party’s reasonable control, including acts of God, war, terrorism, sabotage, natural disasters, epidemics, labor disputes, government restrictions, power outages, internet or telecommunications disruptions, or denial-of-service attacks. Each party shall use reasonable efforts to mitigate the effect of any such event.
13.9. No Third Party Beneficiaries. These Affiliate Terms are entered into solely for the benefit of cloro and Affiliate and do not confer any rights, benefits, or remedies upon any third party.
13.10. Construction. The rule of construction that ambiguities in an agreement are to be resolved against the drafting party shall not apply to these Affiliate Terms. Headings are included for convenience only and shall not affect the interpretation of these Affiliate Terms.
13.11. Export Compliance and Sanctions. Affiliate shall 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. Affiliate shall not promote, export, re-export, or transfer the Services to any prohibited country, territory, or person, or permit their use by any such country, territory, or person.
13.12. Relationship of the Parties. The parties are independent contractors. These Affiliate Terms do not create any agency, partnership, joint venture, franchise, employment, or similar relationship between the parties, and neither party may represent, act for, or bind the other party. Affiliate shall not make any statement, on its properties or elsewhere, that reasonably contradicts this Section 13.12.
