On this page

Affiliate Program Agreement

Affiliate Program Agreement

This Affiliate Program Agreement (this "Agreement") is entered into by and between Remote CoWorker Inc., a Florida corporation ("Company," "we," "us," or "our"), and you (the "Affiliate," "you," or "your"). It describes how we will work together and other aspects of our business relationship.
This Agreement applies to your participation in our affiliate program (the "Affiliate Program"). These terms are so important that we cannot have you participate in the Affiliate Program unless you agree to them.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our other partner programs. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don't agree to the update or replacement, you can choose to terminate as we describe below.
For the purposes of this Agreement:
  • "Affiliate Tool" means the tool/software that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
  • "Affiliate Link" means the unique tracking link specifically assigned to you by us (whether in the form of text, a logo, or other graphic) for use in the Affiliate Program, which will link to a Company web page or such other web page as we may designate.
  • "Affiliate Lead" means a prospective customer of the Company that clicks on an Affiliate Link made available by you.
  • "Commission" means the commission amounts payable to you in respect of a Customer Transaction, at the rates and on the terms set forth in the Affiliate Tool (or, if applicable, in the Program Policies) for the particular program in which you are enrolled.
  • "Company Marks" means the Company's trademarks, service marks, and logos.
  • "Company Products" means the products and services made available by the Company, including the Company's software-as-a-service subscription offerings.
  • "Corporate Affiliate" means any person or entity directly or indirectly controlling, controlled by, or under common control with a party.
  • "Customer" means an Affiliate Lead that completes a Customer Transaction.
  • "Customer Transaction" means a purchase of, or subscription to, Company Products completed by an Affiliate Lead, as further described in the Affiliate Tool (or, if applicable, in the Program Policies).
  • "Program Policies" means any program policies, guidelines, or requirements that we make available to you in connection with the Affiliate Program (including via the Affiliate Tool), as may be updated from time to time.

‍

1. Non-Exclusivity.

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.

2. Partner Acceptance.

Once you complete an application to become an Affiliate, we will review your application and notify you whether or not you have been accepted to participate in the Affiliate Program. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

3. Customer Transactions.

Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or, if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or, if applicable, in the Program Policies) for the particular program in which you are enrolled for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Link made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer's subscription is determined by the date of the Customer's first purchase or sign-up (as applicable) of the Company Products. Whether Commission is payable on that Customer's initial Customer Transaction only, or also on additional or subsequent purchases or renewals by that Customer, will be determined by the terms of the particular program in which you are enrolled, as set forth in the Affiliate Tool (or, if applicable, in the Program Policies).

4. Eligibility.

To be eligible for Commission: (i) an Affiliate Lead must be accepted and valid in accordance with the "Acceptance and Validity" section; (ii) a Customer Transaction must have occurred; and (iii) the Customer must remain a customer during the locking period set forth in the Affiliate Tool (or, if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for any products or services other than those included in the particular program in which you are enrolled, as set forth in the Affiliate Tool ("Other Products"), or if: (i) such compensation is disallowed or limited by federal, state, or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or our partners; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you; (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of the Program Policies, misuse of the Affiliate Tool, or by any other means that we deem to breach the spirit of the Affiliate Program; or (v) the Customer participates in any of our other partner programs. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
To be eligible for appointment as an Affiliate under this Agreement, you must: (i) not be a competitor of the Company or any of its Corporate Affiliates; and (ii) satisfy the following requirements, which you hereby represent, warrant, and covenant that you will meet: (a) use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreement; (b) conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company Products, the goodwill and reputation of the Company, and on the Company generally; (c) avoid deceptive, misleading, and unethical practices; (d) not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or the Company Products; (e) comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your obligations hereunder; and (f) remain current with any Affiliate certification requirements that we may require and make available to you from time to time.

5. Authority.

You have no authority to distribute or resell the Company Products or to make any commitments or agreements, or incur any liabilities whatsoever, on our behalf. Except to the extent expressly set forth in the Company marketing materials, service descriptions, documentation, or other collateral provided to you by us hereunder expressly for the purpose of performing your promotional activities under this Agreement (collectively, "Company Materials"), you shall not make or provide any representations or warranties to any Affiliate Leads or any other third party with respect to the Company or the Company Products. You shall be solely responsible for all representations and warranties you make regarding the Company or the Company Products that are unauthorized or inconsistent with the Company Materials.

6. Acceptance and Validity.

You will only be eligible for a Commission payment for Customer Transactions that derive from Affiliate Leads generated by the Affiliate Link that we make available to you and that are accepted by us. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours; and (ii) it is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not complete a Customer Transaction within the time period described in the Affiliate Tool (or, if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link occurs after this Agreement has expired or terminated.

7. Engagement with Prospects.

Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid, then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between us and an Affiliate Lead will be at our discretion.

8. License.

Subject to your compliance with all terms of this Agreement, we hereby grant to you a revocable, non-transferable, worldwide, non-exclusive license during the Term to market, promote, and display the Affiliate Link, to be utilized in a manner consistent with our trademark policies promulgated from time to time. We grant no rights under this Agreement for you to sublicense, resell, or otherwise distribute to customers or third parties, or for subsequent sublicensing, resale, or other distribution to end users or other distributors.

9. Commission and Payment.

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions; (iii) maintained a valid and up-to-date payment method in such account; and (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you. We reserve the right to alter or change the Commission amounts, as set forth in the Affiliate Tool (or, if applicable, in the Program Policies).

10. Requirements for Payment.

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in Section 9(i)–(iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a "Forfeited Transaction"). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in Section 9(i)–(iv), you will be eligible to receive Commission on Customer Transactions, as long as those Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

11. Third party payment processors.

We may utilize third-party payment processors or service providers (collectively, "Payment Processors") in order to facilitate payments under the Affiliate Program. You are solely responsible for providing and maintaining with us and the Payment Processor(s) your current contact information and address for receipt of payments under this Agreement. We will have no liability for, and will not resend, payments returned due to incorrect payment addresses. Payments due hereunder will be made within forty-five (45) days after the end of the calendar month in which the corresponding amounts are collected by us.

12. Taxes.

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

13. Training and Support.

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time to time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

14. Quality Control.

Any use by you of the Company Products, Company Marks, or Company Materials shall conform to all standards set by us from time to time, and such items shall not be sold, used, distributed, or disclosed by you unless approved by us. You acknowledge and agree that this section constitutes a material term of this Agreement.

15. Trademarks.

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement. During the Term, in the event that we make the Company Marks available to you within the Affiliate Tool, you may use the Company Marks as long as you follow the usage requirements in this section. You must: (i) only use the images of the Company Marks that we make available to you, without altering them in any way; (ii) only use the Company Marks in connection with the Affiliate Program and this Agreement; (iii) comply with any trademark usage guidelines that we make available to you; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use the Company Marks in a misleading or disparaging way; (ii) use the Company Marks in a way that implies we endorse, sponsor, or approve of your services or products; or (iii) use the Company Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

16. Proprietary Rights.

No license to any software is granted by this Agreement. The Company Products are protected by intellectual property laws. The Company Products belong to and are the property of us or our licensors (if any). You acknowledge and agree that we maintain exclusive ownership of the Company Products, the Company Marks, and the Company Materials, including all derivative works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Company Products, the Company Marks, and the Company Materials shall inure to our exclusive benefit. You will not attack, question, or contest the validity of our ownership of our intellectual property rights, whether during the Term or thereafter. You will not remove, alter, or conceal any copyright or other proprietary notice that we display on the Company Products, the Company Marks, or the Company Materials. You shall not use any language or display our intellectual property rights in such a way as to create the impression that such intellectual property rights belong to you.
We encourage all customers, affiliates, and partners to comment on the Company Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Company Products, without payment to you, unless there has been a prior agreement to that effect.

17. Confidentiality Definition of Confidential Information.

For this Agreement, "Confidential Information" means all data and information, whether in written, machine-readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party. A party disclosing information is a "Disclosing Party." A party receiving information is a "Receiving Party." Confidential Information shall include, but not be limited to, information relating to the Disclosing Party's assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its Corporate Affiliates, whether marked or otherwise labelled as confidential.
The Receiving Party will: (i) use the Disclosing Party's Confidential Information solely to perform its obligations and exercise its rights under this Agreement; (ii) not disclose the Disclosing Party's Confidential Information to any third party, except to its employees, agents, and professional advisors who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as those set forth in this section; and (iii) protect the Disclosing Party's Confidential Information from unauthorized use and disclosure using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party, without restriction, prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without breach of any duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of the requirement and reasonable cooperation in seeking confidential treatment.

18. Term and Termination.

18.1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated (the "Term").
18.2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days' written notice to the other party.
18.3. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days' written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
18.4. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days' notice to you of a material breach if such breach remains uncured at the expiration of such period; (ii) upon fifteen (15) days' notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period; (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our Corporate Affiliates; or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
18.5. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, or (iii) by you pursuant to the "Termination for Agreement Changes" section, shall not affect our obligation to pay you a Commission, so long as the related payment for the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration, and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share or other commission payment for the same Customer Transaction under any of our other partner programs. We will not pay you fees on Customer Transactions recognized by us more than thirty (30) days after the date of such termination or expiration as set out above. Provided, however, that in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we made available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such prospect.
18.6. Upon termination or expiration, you will immediately discontinue all use of the Company Marks and remove all references to the Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer's subscription agreement to be terminated.

19. Partner Representations and Warranties.

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provide us with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement; (ii) your participation in the Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly disclosing that you are an affiliate of the Company on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with our own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups; false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Company Products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.

20. Indemnification.

You will indemnify, defend, and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and Corporate Affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of: (a) your participation in the Affiliate Program; (b) our use of the prospect data you provided us; (c) your noncompliance with or breach of this Agreement; (d) your use of the Affiliate Tool; or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that: (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us, without our prior written consent.

21. Disclaimers; Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. OUR AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF COMMISSION OWED TO YOU WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR TO ANY BREACH OF THE "PROPRIETARY RIGHTS" OR "CONFIDENTIALITY" SECTIONS.
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

22. General.

22.1. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. We encourage you to review this Agreement periodically. If you don't agree to the update, change, or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
22.2. Applicable Law. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws provisions. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts located in the State of Florida.
22.3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
22.4. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. You have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site(s) or otherwise, that reasonably would contradict the foregoing.
22.5. Disclosure of Affiliate Relationship. It is your sole responsibility to disclose the nature of your affiliate relationship with us to any leads or customers, and you shall indemnify and hold us harmless against any liability arising from your lack of disclosure to an actual or potential customer.
22.6. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Company Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Company Products to prohibited countries or individuals or permit use of the Company Products by prohibited countries or individuals.
22.7. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
22.8. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To Company: Remote CoWorker Inc., 7901 4th Street N, Suite 300 St. Petersburg, FL 33702, Attention: Sean Rivkin, COO. To you: your address as provided in our Affiliate account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
22.9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorized representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either party.
22.10. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any Corporate Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.
22.11. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
22.12. Program Policies. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.
22.13. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Company Products, the Company Marks, or any other property or right of ours.
22.14. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
22.15. Survival. The following sections shall survive the expiration or termination of this Agreement: "Commission and Payment," "Proprietary Rights," "Confidentiality," "Effects of Expiration/Termination," "Indemnification," "Disclaimers; Limitations of Liability," and "General."