Affiliate Program Terms and Conditions

(HEREINAFTER ″THE AFFILIATE PROGRAM″)

Please read these Affiliate Program Terms and Conditions carefully before using the Gifty Club LLC dba GiftDaddy and GiftDaddy.com Affiliate Program operated by Gifty Club, LLC, a Missouri limited liability company. Your use of the Affiliate Program is conditional upon your acceptance of these terms. If you disagree with any part of these terms, then you do not have our permission to use our Affiliate Program.

1. Qualification and Approval

The following types of persons or companies will be considered for our Affiliate Program:

• Adult website publishers
• Dating site publishers
• General Interest and Mass Media publishers
• Web design agencies and freelancers;
• Web development agencies and freelancers;
• Marketing agencies and freelancers;
• Bloggers;
• Administrators of social media groups; and
• Other agency or business owner influencers.

If you or your company do not fit into one of the categories above, please contact us at affiliates@giftyclub.com to express your interest as you may still qualify for the program.

We reserve the right to approve or reject any application for any reason or no reason, in our sole discretion.

If you are approved as an affiliate, your affiliate account will be automatically created when you create your GiftDaddy Affiliate Program account. You may view your referral link, number of signups, number of purchases, and payout information under your dashboard in your GiftDaddy Affiliate Program account.

Your affiliate information will be handled by Tapfiliate. Please read their Privacy Policy here to understand your rights. Please also read their Terms and Conditions here.

We reserve the right to terminate your affiliate and/or GiftDaddy account(s) at any time for any reason or for no reason, in our sole discretion.

2. Acceptance

By using the Affiliate Program (“Program”) you agree to the terms and conditions contained herein and all future amendments and modifications (collectively referred to as the "Agreement"). By entering, you agree to be bound by these terms and conditions. If you do not agree to be bound by the terms and conditions contained herein, then do not use the Program.

The terms and conditions of this Agreement are subject to change at any time in its sole discretion and you agree to be bound by all modifications, changes and/or revisions by the time these modifications are displayed. If you do not accept to be bound by any and all modifications, changes and/or revisions of this Agreement then do not use the Program.

The terms and conditions contained herein apply to all users of Affiliate Program (collectively referred to as "you", "users", "you’re", “Affiliate Publisher”) and you are only authorized to use the Affiliate Program if you agree to abide by all applicable laws and be legally bound by the terms and conditions of this Agreement.

3. Affiliate Program Eligibility Criteria

Gifty Club LLC and its affiliated websites, properties, phone applications, and online entities (collectively, “Properties”) provide registered users with a chance to earn cash commissions when they refer clients to our platform who purchase from our Properties. The Affiliate Program is in the form of U.S. currency which will be applied to your Gifty Club LLC affiliate account dashboard where it can be withdrawn through a method of your choosing as provided by the account. Gifty Club LLC reserves the right to prohibit you from participating in its Affiliate Program if you have breached any of the terms and conditions of the Affiliate Program, repeatedly show a disregard for Gifty Club LLC’s program rules, or act with an intent to annoy, abuse, threaten, or harass any other participant, customer, employee or representative of Gifty Club LLC.

4. Restrictions

The Affiliate Program is subject to the following restrictions:

• You cannot refer yourself;
• You cannot refer an existing registered user and/or account holder with any Property of Gifty Club LLC;
• Gifty Club LLC may discontinue its Affiliate Program at any time and will not be liable for any loss of income;
• Gifty Club LLC may decline a referral at any time without giving a reason;
• You are not permitted, under any circumstances, to represent that you are acting on behalf of Gifty Club LLC or that you have the authority to enter in any agreement on behalf of Gifty Club LLC or its subsidiaries or affiliates;
• The referral information shall at all times be accurate and complete;
• No responsibility will be taken by Gifty Club LLC for Affiliate Program submissions that are illegible, lost, misdirected, improperly recorded or not received for any reason;
• Gifty Club LLC shall not be liable for any act or omission which results in a breach of confidentiality, representations and warranties, or infringement claims with respect to any information you may have provided to Gifty Club LLC as a result of your participation in our Affiliate Program;
• Both you and Gifty Club LLC are acting as an independent contractor and not as an agent, partner, joint venture partner or employee of the other party for any purpose. Nothing contained in this Affiliate Program shall be deemed to constitute one party an agent, partner, employee, or sales representative of the other, nor provide the authority of one party hereto to bind the other;
• Each time that you refer a new customer to the Gifty Club LLC that enters your referral link and that user is successfully registered and purchases from one of the Properties, you will receive a share of the amount they spend during the referral period as set forth in your account agreement and as determined by Gifty Club LLC at its sole discretion. You will receive your commission compensation posted to your account within 72 hours after the end of the referral period for each referred customer who purchases, as determined by Gifty Club LLC at its sole discretion, and supported by evidence of a purchase history. After each referral period has ended, you will receive cash in your account in United States Dollars.
• The referring party shall comply with this Agreement. The referring party shall not misrepresent Gifty Club LLC’s websites, services or prices or impose any fees or charges or minimums in connection with Gifty Club LLC’s its products and services. Gifty Club LLC reserves the right to investigate any suspicious or inappropriate registration or purchase activity. Gifty Club LLC, in its sole discretion, reserves the right to delay payment of any commissions while it conducts an investigation of any such activity. If Gifty Club LLC, in its sole discretion, concludes a registration and purchase were deceptive, you agree that Gifty Club LLC will not be obligated to pay any commission for such registration or purchase.

5. Liability

In no event shall the program or Gifty Club LLC, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any:

• Errors, mistakes or inaccuracies of content;
• Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our Affiliate Program,
• Any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,
• Any interruption or cessation of transmission to or from our website,
• The accuracy, usefulness or availability of any information posted to or through the Website,
• Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through our website by any third party, and/or
• Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of the Affiliate Program. Any errors or omissions or any loss or damage of any kind incurred as a result of the use the Program or the Website. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the website or any hyperlinked website or featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that the Website shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

6. Commissions

Depending upon the arrangement agreed upon in writing between you and Gifty Club LLC as governed by its Affiliate Insertion Order Agreement, you may receive a one-time commission payment or recurring payments based on referrals and/or sales. The payment arrangement agreed upon by both Parties will be displayed in your Dashboard.

In order to receive payment, you must either provide your payment information in your dashboard of the Affiliate dashboard. Timing and frequency of payments are determined by the Affiliate Insertion Order Agreement and may supersede any payment terms shown in these terms and conditions.

Commissions/payments will be sent for successful transactions only. Transactions that have been refunded or charged-back do not qualify for commissions. If your account is terminated, you will no longer receive any commissions.

7. Prohibited Advertising Practices And Promotion Requirements

The following is a non-exhaustive list of the behavior that we find inappropriate and that may lead to the termination of your affiliate account:

• Making false claims about Gifty Club or GiftDaddy or our products on posts or advertisements (for example, Gifty Club or GiftDaddy.com is not an adult content or dating site and claiming otherwise is not appropriate);
• Spamming or sending promotions to persons without their consent;
• Fraudulent transactions or self-referrals;
• Posting or advertising on websites that promote illegal activities, violence, or other similar material;
• Failing to disclose our affiliate relationship in accordance with the Federal Trade Commission Endorsement and Advertising Guidelines;
• Violating our intellectual property rights;
• Using misleading text or images to incite others to sign up for Gift Daddy;
• Submitting your affiliate information to deals or coupon sites;
• Using telecommunications, outbound dialing, voicemail drops or texting/SMS in any form to any lists owned, purchased or acquired to promote Gift Daddy;
• Generating traffic through methods that are considered inappropriate by search engines, for example: SPAM, cloaking, link farms, hidden text, etc.;
• Any form of Brand-Bidding or unfair anti-competitive behavior;
• Any method to artificially inflate the CPM or CPA value of an affiliate Publisher;
• Fraudulent Impressions. Any method too artificially and/or fraudulently inflate the volume of impressions or clicks are strictly forbidden. These prohibited methods include but are not limited to: Framing an ad-banner's click-through destination, Auto-spawning of browsers, Running 'spiders' against the Publisher's own Website, Automatic redirecting of users
• Any technique of generating automatic or fraudulent (as determined by Gifty Club LLC, acting reasonably, or based on industry practices) click-through and/or impressions.

Publishers and affiliates must comply with all applicable laws, rules and regulations including but not limited to, TCPA, CAN-SPAM, CASL, California Business & Professions Code Section 17529.1 et seq., the Federal Trade Commission Act, and any other applicable laws, rules and regulations.

Gifty Club LLC reserves the right to approve or to deny the affiliation of a Publisher at any time. If not approved, Publisher shall not be entitled to the payment of the revenue displayed in its Dashboard. The following are examples of Publisher's Website(s) that are not eligible for participation in the Gift Daddy Affiliate Program:

• Websites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy.
• Websites with reference to illicit practices or containing attempts to human rights such as discrimination, racism, hate or violence.
• Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam).
• Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
• Websites with illegal, false or deceptive investment advice.
• Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
• Websites that are under construction or incomplete.
• Websites containing no specific value added, content or products to users.

Publisher’s Websites and content must be at all times compliant with any applicable Personal Data Protection and Privacy laws and regulation, and shall not violate any law, regulation, rule or custom or violate, infringe or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, such as copyrights, trademark rights or rights in name or likeness.

Gifty Club LLC regularly checks Publisher’s Website(s). If Gifty Club LLC determines that Publisher's Website(s) includes any forbidden or non-compliant content, Gifty Club LLC may close Publisher's affiliate account without prior notification. In such a case, Publisher shall not be entitled to the payment of the revenue remaining in its Dashboard.

8. Data Protection

8.1. Each party shall include clearly on its website(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including without limitation e-mail addresses, and instructs users how to opt-out of such practices. Publisher’s privacy policy shall disclose that third party advertisers may place cookies on the browsers of visitors to Publisher’s Website(s).

8.2. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable rules and regulations (including but not limited to laws governing privacy, and data protection).

9. Indemnification And Limitation Of Liability

9.1. Indemnification. You agree to indemnify, defend and hold Gifty Club LLC and its officers, directors, shareholders, successors, affiliates, employees, agents and representatives harmless from and against any and all costs, claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any claims and lawsuits as well as all other claims resulting from (i) the participation Gifty Club LLC Affiliate Program, (ii) operation of the Publisher's Website(s) submitted to Gifty Club LLC for participation in the Affiliate Program, or (iii) otherwise arising from a relationship with Gifty Cluc LLC. The Publisher(s) also agree to indemnify Gifty Club LLC for any legal fees incurred by Gifty Club LLC, acting reasonably, in investigating or enforcing its rights under this Agreement.

9.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL GIFTY CLUB LLC BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR GIFTY CLUB LLC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL GIFTY CLUB LLC’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.

10. Modification

Gifty Club LLC reserves the right to amend the terms and conditions of this Agreement at any time in its sole discretion. Gifty Club LLC will provide reasonable notice of any such changes by e-mail and by posting the changes on its site and such notices shall be considered sufficient for a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of fees, commission schedules, and payment procedures. All such modifications shall take effect after a notice has been provided above, unless otherwise indicated.

11. Non-Solicitation

During the term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Affiliate Advertiser agrees that it will not do business directly or indirectly with any employee, consultant, affiliate, vendor of Gifty Club, LLC, or directly or indirectly solicit such party to do business directly with the Affiliate Advertiser.

12. Governing Venue

12.1. This Agreement shall be governed by and interpreted in accordance with the laws of Missouri.

12.2. For any matter related to the interpretation or execution of this Agreement, the parties expressly waive to submit to any courts which might have jurisdiction over the subject matter and agree to submit to the sole competence and jurisdiction of the St. Louis County Courts in St. Louis, Missouri.

13. General Provisions

13.1. Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such party remains unable to resume full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.

13.2. Severability. Should any of the provisions of this Agreement be declared invalid or unenforceable by the rules and regulations of the St. Louis County, St. Louis, Missouri court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.

13.3. Survival. All relevant Sections shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

13.4. Assignment. Neither party may assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without the consent of the other party, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume in writing all rights and obligations under this Agreement.

13.5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or by email (including by internationally recognized commercial delivery service), and on the day the notice is sent or received, if the time of transmission is during recipient’s business day, or if not on the next business day thereafter, in each case to the respective parties at the addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.

13.6. Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.

13.7. Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy.

13.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement.

13.9. Headings. The headings of the articles and paragraphs contained in this Agreement are inserted for convenience and are not intended to be part of or to affect the interpretation of this Agreement.

13.10. Construction. The parties acknowledge and agree that the Agreement has been jointly prepared, and its provisions will not be construed more strictly against either party as a result of its participation in such preparation.

13.11. Counterparts. This Agreement may be executed in counterparts, which taken together shall form one legal instrument.

13.12. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.