AFFILIATE PROGRAM AGREEMENT

BY CLICKING ON THE "Confirm" BUTTON, YOU ("AFFILIATE") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AFFILIATE PROGRAM AGREEMENT ("AGREEMENT") WITH TYPEGUARD, INC. (“GLIDE”). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE PERMITTED TO PARTICIPATE IN GLIDE’S AFFILIATE PROGRAM.

1. Definitions
1. “Customer Agreement” means the contract by which Glide agrees to supply a Customer access to and/or services in connection with any Product.
2. “Lead” means an Affiliate customer or other contact who may be interested in acquiring the Products.
3. “Net Revenue” means the fees actually received by Glide under a Customer Agreement for new subscriptions, upgrades, or add-ons directly resulting from Affiliate’s referral activities, exclusive of: (a) sales, excise and similar taxes; (b) returns, refunds, allowances, discounts and adjustments; and (c) amounts attributable to third party products, applications or integrations offered by Glide, training, professional services, annual renewals, overages, or additional purchase of Glide or third party services.
4. “Products” means Glide’s products and services that are generally commercially available and described on Glide’s website at glideapps.com.
5. “Qualified Customer” means a Lead referred by Affiliate to Glide in accordance with the process set forth in Exhibit A, who enters into a written Customer Agreement with Glide.
6. “Referral Fee Percentage” means the percentage set forth in Exhibit A.
7. “Territory” means the territory set forth in Exhibit A.

2. Referrals and Obligations
1. Referrer Relationship. Subject to the terms and conditions of this Agreement, Glide hereby grants Affiliate the right to promote and refer Leads to Glide on a nonexclusive basis in the Territory, including, but not limited to the following activities: (i) presenting Products in appropriate sales opportunities (including when it presents the Affiliate’s products and services to Leads), (ii) presenting Products to Affiliate’s existing customer base, (iii) facilitating face-to-face meetings between Glide and the Lead, (iv) arranging for appropriate Affiliate personnel to participate in introductory meetings between Glide and the Lead, and (v) at the request of Glide, engaging in reasonable continuing assistance in connection with the finalization of a Customer Agreement with the Lead.
2. Qualified Customers. In order for Affiliate to be eligible to receive a Commission (as defined below) for a Lead, Affiliate must complete the applicable qualification process for such Lead in accordance with the terms set forth in Exhibit A. The determination whether a Lead qualifies as a Qualified Customer is subject to approval by Glide in its sole discretion. Glide shall have no obligation to Affiliate with respect to a specific Lead (i) if such Lead is already under written contract to receive the Products from Glide, (ii) if Glide has been engaged in discussions with such Lead within the six (6) months prior to Affiliate commencing the qualification process for such Lead, or (iii) if Affiliate fails to meet its obligations under Section 1 with respect to such Lead. Glide reserves the right to modify the eligibility requirements set forth in this Section 2.2 and Exhibit A at any time, upon notice to Affiliate.
3. Glide Materials. Glide will provide Affiliate, at no cost to Affiliate, with a reasonable quantity of materials for use in conjunction with promoting the Products hereunder (“Glide Materials”), to demonstrate the functionality of the Products, technical specifications, and other marketing materials. Affiliate will not add to, supplement, delete from or modify any Glide Materials without Glide’s prior written consent. If Affiliate uses any material to promote the Products that was not provided to Affiliate by Glide, then Affiliate will send a copy of such material to Glide within two (2) days of using such material and will discontinue using such material within one (1) business day if Glide, in its sole discretion, so requests. Affiliate will not bid on, purchase, or use any keyword or term trademarked by Glide in any keyword advertising service, search engine, or social platform, or otherwise use any such keyword or term to direct users to Affiliate’s website or Glide’s website. No rights or licenses are granted in the Glide Materials except as expressly and unambiguously set forth in this Agreement.
4. Independent Contractors. The parties are independent contractors and not partners, joint venturers or otherwise affiliated and neither has any right or authority to bind the other in any way. Accordingly, Affiliate shall not commit Glide to any Customer Agreement or other contract or obligation.
5. Trademarks. Affiliate will use Glide’s then-current names for the Products. Affiliate will not otherwise use or register (or make any filing with respect to), or contest, any trademark, name or other designation relevant to the subject matter of this Agreement anywhere in the world.

3. Commissions; Taxes
1. Commission. During the term of this Agreement, for each Customer Agreement executed by Glide and a Customer, Glide will pay to Affiliate a “Commission” equal to the product of (i) the Referral Fee Percentage and (ii) all Net Revenue actually received by Glide in respect of such Customer Agreement during the twelve (12) months following execution of such Customer Agreement.
2. Payment Terms. Commissions shall be paid on a calendar quarterly basis, within thirty (30) days after the end of each calendar quarter for Commissions that are earned during the immediately previous calendar quarter. Commission payments are handled by PartnerStack (the “Payment Provider”). In order to receive payments under this Agreement, Affiliate must create and maintain an account with Payment Provider in the Payment Provider’s online or app-based dashboard (“Payment Provider Platform”), which is provided pursuant to terms directly between the Payment Provider and Affiliate. Affiliate must keep all information updated and complete within the Payment Provider Platform to receive proper payments. Payments returned due to incorrect payment email addresses or other incorrect information will not be returned. The Payment Provider Platform will reflect payment history to Affiliate, and the parties agree that: (a) the data shown in the Payment Provider Platform will govern payments to be made, subject to Glide’s right to correct errors based on its own records and (b) records and payments will be deemed complete, incontestable, and final twelve (12) months after the applicable Commissions are earned.
3. Taxes. Each party shall be responsible for and pay any and all applicable taxes, customs, withholding taxes, duties, assessments and other governmental impositions resulting from its own activities under this Agreement.
4. Reporting. Quarterly (or more frequently at Glide’s request), Affiliate shall promptly submit to Glide reports containing such pertinent information about the Qualified Customers, the Products and Affiliate’s activity within the Territory. Glide may reasonably request information concerning customers and business volumes, financial information and operating plans.
5. Expenses. Each party will be responsible for the expenses that it incurs in connection with the performance of this Agreement, except as may otherwise be mutually agreed upon by the parties.

4. Ownership. As between the parties, Glide owns all right, title and interest in and to the Products and the Glide Materials. Affiliate shall keep Glide informed as to any problems encountered with the Products and as to any resolutions arrived at for those problems, and shall communicate promptly to Glide any and all modifications, design changes or improvements of the Products suggested by any entity or person solicited by or making inquiries of Affiliate or by any employee or agent of Affiliate. Affiliate further agrees that Glide shall have and is hereby granted a fully-paid, non-exclusive, perpetual, irrevocable, worldwide license to fully exploit in any manner any such suggested modifications, design changes or improvements of the Products, without the payment of any additional consideration therefore to any party.

5. Additional Restrictions. Affiliate will not engage in cookie stuffing or include pop-ups or inaccurate or misleading links on its website. In addition, Affiliate will not attempt to mask the referenced URL information (i.e., the page from which the click originated). Affiliate will not use redirects to bounce a click from a domain that did not originate the click to make it appear as the click came from that domain. If Affiliate is found redirecting links to hide or manipulate the original source, Commissions not yet paid by Glide will be void and Affiliate’s account will be terminated. This doesn’t include using “out” redirects from the same domain where the affiliate link is placed. Affiliate will not send unsolicited bulk-email (spam). Affiliate will not create advertising sites that contain adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues or gambling, or content that is abusive, profane, hateful, threatening, harmful, abusive, abusive, harassing, or discriminatory (whether by race, ethnicity, religion, religion, sex, sexual orientation, physical disability, or otherwise).

6. Warranties; Disclaimer.
1. Warranties. Any warranties for the Products or Glide Materials shall run directly from Glide to the Customer or Lead. In no event shall Affiliate make any representation, guarantee or warranty concerning the Products, Glide Materials, or terms and conditions of any Customer Agreement, except as expressly authorized in writing by Glide. Affiliate shall indemnify, defend and hold harmless Glide, its directors, officers, agents, and affiliates against any liability, loss, costs, or damages arising out of or related to Affiliate’s breach of the foregoing sentence.
2. Disclaimer. GLIDE MAKES NO WARRANTIES TO AFFILIATE, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

7. Liability Limitation. EXCEPT WITH RESPECT TO A BREACH OF SECTION 9 AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, (I) NEITHER PARTY WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, AND (II) NEITHER PARTY’S LIABILITY SHALL EXCEED THE COMMISSIONS PAYABLE BY GLIDE TO AFFILIATE DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

8. Term and Termination.
1. Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for a period of one (1) year and shall automatically renew for successive one (1) year terms unless and until either party terminates this Agreement pursuant to Section 8.2.
2. Termination. Either party may, at its option, terminate this Agreement upon ninety (90) days written notice to the other party for any reason or for no reason whatsoever. This Agreement may also be terminated by either party upon thirty (30) days written notice if the other party breaches this Agreement in any material respect and the breaching party fails to cure such breach within such 30-day period.
3. Effect of Termination. Upon any termination or expiration of this Agreement, (i) except in cases of termination by Glide for cause, all monies due Affiliate will immediately become due and payable within thirty (30) days following termination or expiration; (ii) Affiliate shall immediately cease all promotion of the Products and all use of Glide’s trademarks, and shall immediately return to Glide, or at the option of Glide, destroy, all Confidential Information of Glide, Glide Materials and Products provided to Affiliate hereunder; (iii) Affiliate will cease to promote, solicit orders for or procure orders for Products (but will not act in any way to damage the reputation of Glide or any Product), and (iv) Glide may market, sell or provide the Products to any third party, without obligation to pay Affiliate any Commissions. Notwithstanding any termination or expiration of this Agreement, the following Sections shall survive and remain in effect: 1, 4, 4, 5, 7, 8.3, 9 and 10. Any termination or expiration of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law.

9. Confidentiality.
1. Confidentiality. During the course of performing this Agreement, Affiliate may have access to confidential or proprietary information of Glide (“Confidential Information”). Confidential Information shall include, without limitation, all customer lists and information relating to Glide’s products and pricing. Glide’s Confidential Information shall not include any information which Affiliate can document (i) is or becomes part of the public domain through no act or omission of Affiliate; or (ii) is lawfully acquired by Affiliate on a non-confidential basis from a third party without any breach of a confidentiality obligation. Affiliate agrees to use Confidential Information only as necessary to perform its obligations under this Agreement and to maintain the confidentiality of the Confidential Information using at least the same degree of care in safeguarding the Confidential Information as it uses in safeguarding its own confidential information, subject to a minimum standard of reasonable diligence and protection to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, Affiliate may disclose Confidential Information, provided Affiliate gives adequate prior notice of such disclosure to Glide to permit Glide to intervene and to request protective orders or other confidential treatment therefor.
2. Irreparable Harm. Affiliate acknowledges that any use or disclosure of the Confidential Information in a manner inconsistent with the provisions of this Agreement may cause Glide irreparable damage for which remedies other than injunctive relief may be inadequate, and Affiliate agrees that Glide shall be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies, without the necessity of posting any bond or surety.

10. Miscellaneous.
• Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the provisions of the conflict of laws thereof.
• Compliance with Law. Affiliate shall comply with the U.S. Foreign Corrupt Practices Act (including, without limitation, not offering any inducement, whether money or goods or services, to any government official, employee, candidate or party) and all other applicable anti-bribery laws, export laws, restrictions, and regulations of any United States or foreign agency or authority. Affiliate will not export or re-export, or allow the export or re-export of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions or regulations.
• Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or upon receipt if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this section.
• Assignment. Neither party may assign, without the prior written consent of the other, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part; provided, however, that this Agreement may be assigned by Affiliate or Glide without the consent of the other to any successor to substantially all of such party’s assets or business to which this Agreement relates, whether by asset purchase, a sale of a controlling interest of the capital stock of the assigning party, by merger, consolidation or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
• Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
• Entire Agreement. This Agreement (together with all attachments and exhibits hereto) constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof. This Agreement or any provision hereof may not be amended, modified or waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.
• Press Releases. Any news release, public announcement, advertisement, or other publicity released by either party concerning this Agreement shall be subject to the prior approval of the other party.

Exhibit A

Referral Percentage:  20% for one year

Territory: Worldwide

Lead Qualification Process:

The qualification process depends on the type of Lead:

Types of Leads:

“Enterprise Leads” means a Lead who meets the following criteria:

1. The Lead’s budget for Products is at least $6,000,

2. Affiliate’s point of contact with the Lead has authority to purchase the subscription,

3. The Lead requires one or more features only available through Glide’s Enterprise plan (see https://www.glideapps.com/pricing for details), and

4. The Lead intends to enter into a Customer Agreement with Glide within three (3) months after Affiliate’s initial contact with such Lead.

“Self-Service Leads” means a Lead who does not qualify as an Enterprise Lead who will sign up for a self-service plan (either the Pro plan or Private App plan) for Glide’s Products.

More details about Glide’s products and plans are available at https://www.glideapps.com/.

Qualification Process:

In order for an Enterprise Lead to be deemed a Qualified Customer, Affiliate shall submit to Glide a lead form via PartnerStack and Glide must accept such lead form.  Each lead form will automatically expire twelve (12) months following receipt thereof by Glide if no Customer Agreement has been fully executed for the applicable Enterprise Lead, and Glide is not then engaged in active contract negotiations with such Enterprise Lead.

In order for a Self-Service Lead to be deemed a Qualified Customer, the Self-Service Lead must sign up for a new account or for new upgrades or add-on services via an Affiliate-specific link created by Glide and shared with Affiliate via PartnerStack.

For more information on automatic revenue sharing as an expert, please refer here https://www.glideapps.com/docs/expert-revenue-sharing.