Affiliate Agreement

Jalapeno Labs may offer you an opportunity to become an independent Jalapeno Labs Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Jalapeno Labs products, services, and accounts that you sell. Jalapeno Labs reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. See also the Jalapeno Labs Terms of Service, which apply to you in your role as Affiliate, unless otherwise expressly provided for.

This Affiliate Agreement (“Agreement”) governs your application for, and any subsequent participation in, the Jalapeno Labs Affiliate program. By accepting the terms and conditions, you indicate that you have read and understood this Agreement and agree that you are bound by its terms.

Section 1 - Parties

All references to “Jalapeno Labs” herein mean and refer to Jalapeno Labs LLC. All references to “you” and “your” mean and refer to the person or entity who has executed this Agreement. Jalapeno Labs and you are each referred to herein as a “Party,” and collectively as the “Parties.” You agree to notify us in writing if the legal name of your business or account ownership changes within twenty-four (24) hours of such change. Notice of such changes should be sent to [email protected].

Section 2 - Application

You agree to provide all information requested by Jalapeno Labs in connection with your Affiliate application, and you affirm that all information you provide is truthful, accurate, and complete. Jalapeno Labs retains sole and exclusive discretion to determine whether you qualify for participation in the Affiliate program. Not everyone who applies will qualify to participate.

Section 3 - Consent to Be Contacted

You expressly consent to be contacted at the email address and the phone number you provide in your application about your application and the Affiliate program, including through automated dialing systems, texts, and pre-recorded messages, whether by Jalapeno Labs or a third party on behalf of Jalapeno Labs. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

Section 4 - Compensation

If your application to become an Affiliate is approved, you will receive a unique Affiliate ID, which will be incorporated within each URL you use to advertise Jalapeno Labs. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using your Affiliate ID.

In the event that a prospect has multiple Affiliate cookies, the most recently acquired cookie will determine which Affiliate is credited with a Sale. Once a Sale has been associated with an Affiliate ID, that Sale cannot be attributed to another Affiliate ID for at least six (6) months from the date of the Sale.

Provided that the sold account remains in good standing within forty-five (45) days from the Sale, you will be paid a commission for each sold account that generates a payment to Jalapeno Labs in a month (“Commission”). Commission payments will be paid on the 1st and 15th of each month following Jalapeno Labs’ receipt of payment, subject to the other terms of this Agreement. All Commission payments are based on the amount of fees received by Jalapeno Labs, less sales taxes.

The amount of Commissions for promoting Jalapeno Labs are as follows:

• General Affiliate: 20% Commission on Software Products and 20% Commission on Education Products.
• Qualified Affiliate: 30% Commission on Software Products and 20% Commission on Education Products.

Qualified Affiliate status is only for those affiliates who have been preselected by Jalapeno Labs, have actively promoted Jalapeno Labs, and opted in as a Qualified Affiliate prior to October 4, 2022. The determination of whether an affiliate has met the requirements to be a Qualified Affiliate is at the sole and exclusive discretion of Jalapeno Labs.

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Your combined Commissions must equal or exceed One Hundred Dollars ($100.00 USD) before you receive a payment from Jalapeno Labs. If your combined Commissions in a 120-day period do not exceed $100.00 USD, your Commissions will be forfeited to Jalapeno Labs. Before you can be paid any Commissions, you must provide Jalapeno Labs a completed W-8 or W-9 tax form, as well as any supporting documentation requested. You are solely responsible for complying with all tax laws in your respective jurisdiction.

Affiliates will not be paid any Commissions for payments made on the Affiliate’s own user accounts. Affiliates are not permitted to open a Jalapeno Labs account under the name of another person or entity, under a fictitious name, or merely for the purpose of obtaining Commissions. You are not permitted to have more than one (1) Jalapeno Labs Affiliate account. Commissions are paid only for transactions that actually occur between Jalapeno Labs and a Sale and in which payment is received by Jalapeno Labs. If payment for a sold account later results in a refund or chargeback, the Commission will be deducted from your future Commissions.

If Jalapeno Labs determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be earned by you, and Jalapeno Labs may terminate this Agreement immediately, without notice, and without any liability to you.

Section 5 - Term and Termination

The term of this Agreement will begin the earlier of (i) when you accept the terms and conditions, or (ii) when your participation in the Affiliate program is approved. Your participation will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice. If you fail to comply with any term of this Agreement or the Terms of Service, or if you have a dispute rate greater than 2%, Jalapeno Labs may terminate this Agreement or suspend your access without notice. In the event this Agreement is canceled due to your breach, you immediately forfeit all Commissions and any other payments owed to you. This Agreement will terminate automatically if you earn no Commissions over a 12 month period.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive will survive, including all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration, and class action waiver provisions.

Section 6 - Additional Representations and Warranties

You further represent and warrant that there are no prior or pending government investigations, inquiries, or prosecutions against you by the Federal Trade Commission (“FTC”), any other governmental agency, or any industry regulatory authority, nor any prior or pending private lawsuits against you which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If you become the subject of such an investigation after this Agreement is executed, you are required to notify Jalapeno Labs within 24 hours.

Section 7 - Entire Agreement

This Agreement, the Appendix below, and the Jalapeno Labs standard Terms of Service represent the entire agreement between the Parties and supersede any other written or oral agreement between the Parties pertaining to your Affiliate application. In the event of a direct conflict between the Terms of Service and this Agreement, this Agreement shall govern.

Appendix A - Additional Terms and Advertising Rules

These Advertising Rules apply to all activities of the Affiliate:

1. General Compliance. The Affiliate shall publish or distribute advertisements in strict compliance with all applicable laws and regulations, including laws prohibiting deceptive and misleading advertising, email marketing laws (including the federal CAN-SPAM Act), data protection laws (including the GDPR, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), and the FTC’s Revised Endorsements and Testimonials Guides. The Affiliate is prohibited from publishing advertisements by telemarketing, fax, or text messaging.
2. Disclosure. On any website where the Affiliate advertises any Jalapeno Labs service or product, the Affiliate must plainly display disclaimer language indicating they are an independent Jalapeno Labs Affiliate, not an employee, who receives referral payments from Jalapeno Labs, and that the opinions expressed are their own.
3. Non-Disparagement. The Affiliate is not permitted to comment negatively about or disparage the products, affiliates, or services of Jalapeno Labs or any other person or entity. The Affiliate shall not direct link to a Jalapeno Labs sales page from any paid advertising.
4. Social Media. If the Affiliate advertises on social media, each post must contain @JalapenoLabs or #JalapenoLabs, contain #ad in a clear and conspicuous location, and use each platform’s paid-partnership tools where applicable.
5. Income and Business Opportunity Claims. Affiliates are expressly prohibited from making any claims that use of Jalapeno Labs will guarantee that the user will make money. Any income statements must be true, accurate, supported by evidence, and accompanied by an appropriate disclaimer. The Affiliate is also prohibited from claiming that Jalapeno Labs provides a business opportunity, franchise opportunity, or assisted marketing plan.
6. Trademarks. No logo, tagline, trademark, trade name, or trade dress owned by Jalapeno Labs may be used, copied, or reproduced by any Affiliate except as expressly permitted. Approved Affiliates are granted a limited, revocable, non-transferable license to use the Jalapeno Labs trademark to advertise Jalapeno Labs online. The Affiliate may not use Jalapeno Labs trademarks as part of any URL, domain, or website name.
7. Complaint Notification. The Affiliate must notify the Company of any complaint received regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to [email protected].
8. Independent Contractor. Affiliates are independent contractors of Jalapeno Labs. No relationship of master and servant nor principal and agent shall exist between Jalapeno Labs and you by virtue of this Agreement.
9. No Warranty; No Leads. Jalapeno Labs does not promise, guarantee, or warrant your business success, income, or sales, and will not at any time provide sales leads or referrals to you.
10. Limitation of Liability. Except where otherwise prohibited by law, in no event shall Jalapeno Labs be liable for any indirect, special, incidental, exemplary, consequential, or punitive damages arising from or related to this Agreement. In no event shall Jalapeno Labs’ liability to you exceed three (3) times the payments paid by you to Jalapeno Labs for the month preceding the date the claim arose, or two thousand dollars ($2,000), whichever is greater.
11. Dispute Resolution. Any controversy or claim arising out of or related to this Agreement that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association.
12. Indemnity. You agree to protect, defend, indemnify, and hold harmless Jalapeno Labs from and against all claims, demands, and causes of action arising out of your conduct, acts, or omissions related to your application or performance of this Agreement. This provision expressly survives the termination of this Agreement.
13. Severability. In the event any provision of this Agreement is contrary to any applicable law, the provision shall be deemed modified to the extent required to comply, and this Agreement, as so modified, shall continue in full force and effect.
14. Modification and Amendments. This Agreement and the Jalapeno Labs standard Terms of Service may be modified by Jalapeno Labs at any time. Amendments will be binding on you when they are sent to you via email or posted in the affiliate center. Your continued acceptance of Commission payments constitutes your acceptance of any modifications or amendments.