This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Grammarly.com ("Grammarly.com" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a Grammarly.com affiliate (together as ‘Party’ or ‘Parties). The terms and conditions contained in this Agreement apply to your participation in Has Offers (grammarly.hasoffers.com), Commission Junction, Partner Stack or Share-A-Sale ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by Grammarly.com or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
You must submit an Affiliate Program application from our website or within the applicable Affiliate Program website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Grammarly.com agrees as follows:
We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). For Grammarly Business customers, Media may include forms that can be used to submit leads directly into applications such as Salesforce. The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
We will pay Affiliate for each Qualified Action (the "Commission"), provided the Affiliate is not a non-profit organization pursuant to Section 501(c) of the Internal Revenue Code. A “Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Grammarly.com, (v) is not refunded as requested by the customer or due to a chargeback, and (vi) is not later determined by Grammarly.com to be fraudulent, incomplete, unqualified or a duplicate.
Grammarly.com may chargeback fraudulent leads if such leads are: (i) returned to Affiliate within thirty (30) business days following the end of the month in which such leads were generated; and (ii) accompanied with an itemized report from Gramamrly.com which, at a minimum may include without limitation, Affiliate’s ID(s), lead data, and details as reasonably requested by Affiliate as to why such leads are being deemed fraudulent by Gramamrly.com. Fraudulent leads are defined as any lead that is: (i) generated by means of any device, program, or robot; (ii) generated using stolen credit cards; or (iii) manually created in bad faith by an affiliate of Media Company with the direct intent to artificially inflate commissions payable to the affiliate.
Notwithstanding anything to the contrary, in the event the Qualified Actions, in Grammarly’s sole reasonable opinion, do not convert into additional revenue for Grammarly at a rate substantially similar to Grammarly’s average conversion rate, then Grammarly may withhold payment of the Commission for an additional thirty (30) calendar day period, during which Affiliate will reasonably assist Grammarly in Grammarly’s investigation to determine whether the Qualified Actions are legitimate. If, in Grammarly’s sole reasonable opinion, Grammarly determines that the Qualified Actions are not legitimate, then Affiliate’s entitlement to the applicable Commission will be voided.
Promotional offers cannot be combined with other performance incentive bonuses. If multiple bonus or promotional offers coincide, Affiliates will receive the largest bonus out of all the bonus or promotional offers which they qualify.
New Grammarly.com Affiliates (Affiliates getting paid on their first Invoice) accessing links via grammarly.hasoffers.com or from within the Affiliate Program are paid Monthly Net 25. Meaning, commissions earned in a month will be paid within 25 days of the following month. Grammarly.com shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Grammarly.com in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Grammarly.com in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Grammarly.com with Affiliate's reports within three (3) days after 30th day of the calendar month, and if Grammarly.com's and Affiliate's reported statistics vary by more than 10% and Grammarly.com reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Grammarly.com and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Grammarly.com's numbers shall govern.
If Affiliate has an outstanding balance due to Grammarly.com under this Agreement or any other agreement between the Affiliate and Grammarly.com, whether or not related to the Affiliate Program, Affiliate agrees that Grammarly.com may offset any such amounts due to Grammarly.com from amounts payable to Affiliate under this Agreement.
Affiliate also agrees to:
Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Grammarly.com informs you that it considers objectionable (collectively, "Objectionable Content").
Not make any representations, warranties or other statements concerning Grammarly.com or Client or any of their respective products or services, except as expressly authorized herein. Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Grammarly.com or Clients or a part of the Program Web Site, without prior written permission from us.
Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links. Comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Grammarly.com or Client, or as required by applicable laws regarding such Offers.
Make sure to not place Grammarly.com ads on any online auction platform (i.e. eBay, Amazon, etc).
Give Grammarly.com the right to terminate Affiliate’s Grammarly.com affiliate account if there is inactivity during any 12-month period, which includes but is not limited to (i) no impressions, clicks, leads, or sales generated, (ii) not responding to emails from the Grammarly.com Affiliate Marketing Manager, or (iii) having an incomplete account profile. If account is terminated, any unpaid commissions will be paid out, regardless of whether threshold is met or not.
Give Grammarly.com the right to terminate Affiliate’s Grammarly.com affiliate account and void all commissions earned if affiliate fails to provide legitimate and proper payment details (working Payoneer address, mailing address, direct deposit information, etc).
Should Affiliate choose to leave the Affiliate Program, Affiliate shall notify Grammarly.com at: email@example.com. Any amount due to Affiliate that is $25 or greater will be paid during the next billing cycle. Failure to notify Grammarly.com of program departure will result in any payment due to Affiliate being forfeited, unless amount is over the $100 payment threshold per Section 2.5.
The following additional program-specific terms shall apply to any promotional programs set forth below:
Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Grammarly.com in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third-Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Grammarly.com the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program and terminate their access to future Offers of Grammarly.com in the Network upon written notice from Grammarly.com. Unless Grammarly.com has been provided with all truthful and complete contact information for a Third-Party Affiliate and such Third-Party Affiliate has affirmatively accepted this Agreement as recorded by Grammarly.com, Affiliate shall remain liable for all acts or omissions of any Third-Party Affiliate.
Affiliates may not use any coupon code, promotion code, coupon, promotion or deal that is not expressly provided to them via the Grammarly.com Affiliate Program portal(s) (Commission Junction, Partner Stack, ShareASale and Has Offers). Any installs and/or sales using such materials will be voided with commissions revoked.
You may not use the Trademarked names Grammarly and Grammarly.com in any manner, including keyword bidding on search engines or any variation or misspellings thereof, in metatags or to direct traffic to any website other than our site. You may not use Grammarly and Grammarly.com in any manner or any variation or misspellings in your domain name.
You may not bid on any keyword or keyword string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our Trademarks (see the list of protected SEM bidding keywords below):
gramarly, www.essayrater.com, www.grammarly.com, essayrater.com, grammarly.com, essay rater, grammarly, sentenceworks, essayrater, gramarly.com, gramarly
Additionally, we prohibit bidding on the following non-brand keywords:
gramerly, gramerly.com, grammerly, grammerly.com, plagiarism checker, grammar check, plagiarism check, free plagiarism checker, plagiarism, grammar checker, grammar, plagiarism checker free, grammar check free, proofreading
In order to bid on brand term-discount term concatenations (i.e. Grammarly coupon, grammarly discount, grammarly deal, and variations thereof), you must obtain written consent from Grammarly's affiliate marketing team at: firstname.lastname@example.org
Both parties, except as otherwise provided in this Agreement or with the consent of one of the Party’s, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning a Party or any of it’s affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by a Party for any purpose other than the participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than the other Party. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
Affiliate shall not use Grammarly’s name or logo, or refer to Grammarly in any marketing materials, without Grammarly’s prior written approval in each instance. Such approval shall be in Grammarly’s sole discretion and revocable at any time.