AFFILIATE TERMS AND CONDITIONS

Last Updated: 3.2.23

By clicking to accept or agree to the Affiliate Terms and Conditions (the “Terms), the entity or individual identified in the ZenLedger, Inc. (“ZenLedger”) Affiliate Registration Form (the “Affiliate”) agrees the Terms govern Affiliate’s participation in the ZenLedger Affiliate Program (the “Program”).

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AN INDIVIDUAL AFFILIATE MUST BE AT LEAST 18 YEARS OLD. ANY INDIVIDUAL AGREEING TO BE BOUND BY THESE TERMS ON BEHALF OF A LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS CONTAINED HEREIN.

ZenLedger reserves the right, in its sole discretion, to make modifications to these Terms at any time and for any reason. ZenLedger will alert Affiliate about any changes by updating the “Last updated” date of these Terms, and Affiliate waives any right to receive specific notice of each such change. It is Affiliate’s responsibility to periodically review these Terms to stay informed of updates. Affiliate will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by its continued participation in the Program after the date such revised Terms are posted.

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1. Program.

Program Description. Affiliate will earn Commission (as described below) by promotion ZenLedger as described in the Terms and on the Program site.
Commission. Affiliate will earn a commission based on the subscription fees actually paid by Referred Customers to ZenLedger for purchase of ZenLedger’s blockchain analytics and tax software subscription services (the “Services”) through Affiliate’s marketing efforts as further described below (the “Commission”). A “Referred Customer” is an individual other than Affiliate. Affiliate will not earn Commission for a Referred Customer’s purchase of customer support, professional services, or non-subscription services. ZenLedger reserves the right, in its sole discretion, to decline to accept any Referred Customer order, except on the sole or primary basis of circumventing its obligations hereunder. Commission is calculated as follows: For new subscription purchases, Affiliate will earn 20% of the actual price Referred Customer pays for the subscription to the Services. Some affiliates may have other negotiated rates with ZenLedger. In the circumstance a user has negotiated the use of a custom coupon for their customer, ZenLedger and the affiliate will split the cost of discounted percentage.
Costs and Expenses. Affiliate is responsible for its own costs in conducting promotion and marketing of ZenLedger and the Services.
Affiliate Link. ZenLedger uses the LeadDyno platform (the “Platform”) to track commission payments. Affiliate must set up an account on LeadDyno using the information provided by ZenLedger, and use the link generated on the Platform to drive traffic to ZenLedger’s website. For Affiliate to be eligible for Commission, the Referred Customer must purchase the Services directly from ZenLedger by using the Affiliate Link provided by Affiliate. If a Referred Customer uses more than one Affiliate Link from multiple affiliates to navigate to the ZenLedger Website and purchase the Services, the affiliate who provided the Affiliate Link last used by Referred Customer will earn the Commission.
Referred Customer Cancellations. In certain circumstances, a Referred Customer who terminates its subscription early will receive a full refund per ZenLedger policy. If a Referred Customer cancels its subscription within 90 days of purchase, Referred Customer will receive a full refund per ZenLedger policy (the “Return Amount”), and Affiliate must return an amount equal to the Return Amount to ZenLedger no later than 30 days after receiving notification from ZenLedger of that cancellation, provided that ZenLedger may instead, in its sole discretion, chose to off-set that Return Amount from future Commission payments by providing notice of such set-off to Affiliate.

2. Fees and Payment.

ZenLedger will pay Commission payments no later than 60 days after ZenLedger received payment from the Referred Customer. Any claim for any unpaid or underpaid Commission must be submitted to ZenLedger in writing within three months after the end of the calendar year in which the event giving rise to the claim occurred. ZenLedger may, in its sole discretion, withhold any Commission payment if it believes Affiliate is violating these Terms. Affiliate is solely responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Affiliate’s behalf, including any penalties or interest. Affiliate is not eligible under these Terms to participate in any of ZenLedger employee benefits, such as time off, medical, profit sharing, or retirement benefits.

3. Marketing Materials.

ZenLedger Intellectual Property. ZenLedger will make available on the Platform marketing collateral, trademarks (including name and logos), and other materials (together, “Marketing Materials”) for Affiliate to use to market the Services. ZenLedger hereby grants Affiliate a limited, non-exclusive, worldwide, non-transferable, revocable license to use, publish and copy the Marketing Materials solely for purposes of marketing and promoting the Services on the Affiliate’s social media and websites, and via Affiliate’s email and on-line newsletters (together, the “Affiliate Sites”), as further described in the Terms. Affiliate will not modify or create derivates of the Marketing Materials in any way without prior approval of ZenLedger. ZenLedger retains all right, title and interest in the Marketing Materials, and any use and goodwill shall inure to its benefit.
Non-ZenLedger Content. Affiliate will only use the Marketing Materials, including but not limited to banner advertisements, to market and promote ZenLedger and the Services, except that Affiliate may post content on its social media channels promoting and marketing ZenLedger without ZenLedger’s prior review and approval.
Content Removal. Affiliate will remove any content promoting, marketing or referring to ZenLedger from the Affiliate Sites immediately upon ZenLedger’s request.

4. Restrictions

Affiliate will comply with ZenLedger’s Marketing and Branding Guidelines available at http://zenledger.io/partnerguidelines. Additionally, Affiliate will not:

Run any paid campaigns, including Google search engine marketing campaigns, paid displays, or social media advertising campaigns.
Use any third party intellectual property, including any third-party music, photographs, artwork, trademarks, logos, or slogans, to promote ZenLedger or the Services, unless approved in writing by said third party.
Engage in any fraudulent activities, such driving up Commissions by purchasing or compelling others to purchase and cancel the Services for a refund.
Use any of the Marketing Materials or otherwise promote ZenLedger or the Services on any sites engaged in illegal activities.

5. Compliance with Laws, Rules and Regulation

Affiliate will comply with (i) all laws applicable to it and its participation in the Program, including but not limited to all laws, rules and regulations relating to marketing, privacy, data security, and financial securities, and (ii) the Federal Trade Commission's Guides Concerning Endorsements and Testimonials. Affiliate must clearly and conspicuously disclose its "material connection" with ZenLedger, making it clear that Affiliate is a paid influencer. Affiliate must place the disclosure in plain sight in close proximity to any audio or visual communications that Affiliate makes about ZenLedger, its brands, and its Services. Affiliate may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. ZenLedger require this disclosure regardless of any space limitations of the platform (like Twitter), where Affiliate can use hashtags for the disclosure (like #ad or #sponsored). If a platform does not allow for a clear and conspicuous disclosure, Affiliate will not use that platform.

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6. Indemnification

Affiliate will indemnify ZenLedger and ZenLedger’s employees, officers, directors, agents, and other affiliates from any and all losses, damages, demands, claims, assessments, actions, penalties, interest, reasonable outside attorneys’ fees (including without limitation those incurred to enforce this indemnity), and other costs and expenses, arising in connection with any third party claim resulting from or related to Affiliate’s breach of these Terms, Affiliate’s infringement of any third party’s intellectual property rights, or Affiliate’s negligence, intentional misconduct or fraud.

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7. Term and Termination

‍The initial term of these Affiliate’s participation in the Program will begin on the date Affiliate signs the Affiliate Registration Form and will and will continue for a period of one year from the Effective Date (the “Initial Program Term”), and will automatically renew for successive one (1)-year (each, a “Renewal Program Term”, and together with the Initial Program Term, the “Program Term”), unless either Party provides written notice of non-renewal to the other Party at least 30 calendar days’ prior to the expiration date of the then-current Program Term. ZenLedger may terminate or modify the Program, and either Party may terminate the Affiliate’s participation in the Program immediately at any time, with or without cause, by giving the other party written notice of termination. Except as otherwise provided in these Terms, upon termination or expiration of these Terms: (a) Affiliate will immediately cease using the Marketing Materials; (b) ZenLedger will disable the Affiliate Link; and (c) those provisions of these Terms that by their nature should survive termination or expiration will survive, including, but not limited to, ownership provisions and indemnities. If ZenLedger terminates Affiliate’s participation in the Program as a result of Affiliate’s breach of the Terms or fraud, any unpaid Commissions will be forfeited.

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8. Independent Contractor

The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

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9. Miscellaneous

These Terms constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any notice required to be given under these Terms must be in writing and delivered personally, sent via confirmed email, sent by express courier or sent by registered or certified mail, postage prepaid, to the recipient’s address provided in the signature block below. If any provision of the Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of the Terms will continue in full force and effect. The Terms will be governed by laws of the state of Washington, without regard to any laws, treaties, or conflicts of laws principles that would apply the law of any other jurisdiction. For any claims or causes of action arising out of the Terms, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in King County, Washington.

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