G-WAN Affiliate Agreement
Whether you believe you can do a thing or not, you are right.
Please read our affiliate terms and conditions carefully before you join our program or begin marketing our program. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with these terms and conditions. Thank you.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND G-WAN LLC (AKA "G-WAN")
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT:
- YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT
- YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to your status as an affiliate
in the G-WAN Affiliate Program. The purpose of this Agreement is to allow HTML linking between your
website and the G-WAN website.
Please note that throughout this Agreement, "we," "us," and "our" refer to G-WAN, and "you," "your,"
and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. you will complete and submit the online application on the G-WAN website to begin the
enrollment process. Including all of the websites that you use in your profile will
help us make a better decision.
We may auto-approve your application, but that does not imply that we may not re-evaluate
your application at a later time. We may reject your application at our sole discretion.
We may cancel your application if we determine that your site is unsuitable for our Program.
Your site is unsuitable if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright,
trademark or other intellectual property rights or to violate any law, rule or regulation
2.1.6. Includes "G-WAN" or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing,
or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer
programming routines that are intended to damage, interfere with, surreptitiously intercept
or expropriate any system, data, or personal information.
Contains software or use technology that attempts to intercept, divert or redirect Internet
traffic to or from any other website, or that potentially enables the diversion of affiliate
commissions from another website.
2.1.9. Resembles our website in an explicitly or implied manner, or leads customers to believe
you are G-WAN or any other affiliated business.
2.2. As a member of G-WAN's Affiliate Program, you will have access to the Affiliate interface
in the G-WAN Client Area. Here you will be able to download HTML code and links to web pages
within the G-WAN website.
You must use the HTML code that we provide for affiliate links we provide you with, to
allow us see all guest visits from your site(s) to ours, and therefore your commision.
2.3. It will be your responsibility to update and maintain your site. We may monitor your site
as we feel necessary to make sure that it is up-to-date and to notify you of any changes
that we feel should enhance your performance.
2.4. It is entirely your responsibility to follow all applicable intellectual property and other
laws that pertain to your site. You must have express permission to use any person's
copyrighted material, whether it be a writing, an image, or any other copyrightable work.
We will not be responsible (and you will be solely responsible) if you use another person's
copyrighted material or other intellectual property in violation of the law or any third
party rights.
3. G-WAN Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the
terms and conditions of this Agreement. We may notify you of any changes to your site that
we feel should be made, or to make sure that your links to our website are appropriate and
to notify you further of any changes that we feel should be made. If you do not make the
changes to your site that we feel are necessary, we reserve the right to terminate your
participation in the G-WAN Affiliate Program.
3.2. G-WAN reserves the right to terminate this Agreement and your participation in the G-WAN
Affiliate Program immediately and without notice to you should you commit fraud in your
use of the G-WAN Affiliate Program or should you abuse this program in any way. If such
fraud or abuse is detected, G-WAN shall not be liable to you for any commissions for such
fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will
continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other
party written notice. Written notice can be in the form of mail, email or fax. In addition, this
Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion.
In such event, you will be notified by email. Modifications may include, but are not limited to,
changes in the payment procedures and G-WAN's Affiliate Program rules. If any modification is
unacceptable to you, your only option is to end this Agreement. Your continued participation in
G-WAN's Affiliate Program following the posting of the change notice or new Agreement on our site
will indicate your agreement to the changes.
6. Payment
At the time of order, your Commissions Balance will increase by the amount of commission for the
order, but it will be unavailable for withdrawal for 45 days to allow for customer cancellations.
In the event a customer requests a refund for a transaction for which you have earned commissions,
any commissions earned on the refund amount will be deducted from your Commissions Balance.
You may request a payment via PayPal when your Available to Withdraw Balance reaches a minimum
balance of $100 USD, or a payment via G-WAN store credit. Payments can be requested every 30 days.
Payment processing can take up to 30 days from the request date because they are done monthly.
US Affiliates are required to fill out a W-9 form for tax reporting purposes.
7. Access to Affiliate Account Interface
If you do not have a G-WAN account, you can sign up on our site. You may enter G-WAN's Affiliate
interface in our secure Client Area. From this site you will be able to receive your reports that
will describe our calculation of the commissions due to you.
8. Promotion Restrictions
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts
where affiliate links for our affiliate program are posted as an endorsement or review, and where it
is not clear that the link is a paid advertisement. This disclosure statement should be clear and
concise, stating that we are compensating you for your review or endorsement.
Disclosures must be made as close as possible to the claims.
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure.
(e.g. Disclosure should be visible before the jump).
Pop-up disclosures are prohibited.
Disclosures must be made on the page where the endorsement is made. Linking to a disclosure is not
sufficient.
Non-US-based affiliates must still comply with US FTC rules.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com
Disclosures" Guidelines at:
http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf
and the FTC’s Endorsement Guidelines at:
http://business.ftc.gov/advertising-and-marketing/endorsements
Additionally, please make sure to review the updated guidelines for 2023 and beyond here:
https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking
8.1. You are free to promote your own websites, but naturally any promotion that mentions G-WAN could
be perceived by the public or the press as a joint effort. You should know that certain forms of
advertising are always prohibited by G-WAN.
Spamming is unacceptable to us and could cause damage to our name. Other generally prohibited forms of
advertising include the use of unsolicited commercial email (UCE), postings to non-commercial mailing
lists, message boards, and other online groups, and cross-posting to multiple online groups at once.
In addition, you may not advertise in any way that effectively conceals or misrepresents your identity,
your domain name, or your return email address. You may use mailings to customers to promote G-WAN so
long as the recipient is already a customer or subscriber of your services or website, and recipients
have the option to remove themselves from future mailings. Also, you may post to online groups to
promote G-WAN so long as the group specifically welcomes commercial messages. At all times, you must
clearly represent yourself and your websites as independent from G-WAN.
If it comes to our attention that you are spamming, we will consider that cause for immediate termination
of this Agreement and your participation in the G-WAN Affiliate Program. Any balances owed to you will
not be paid if your account is terminated due to such unacceptable advertising or solicitation.
Email Campaigns
a. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187):
Affiliates must follow the rules and best practices when it comes to sending emails.
Our affiliates should only send emails to people who have opted in, use truthful subject
lines, provide a clear way to opt out, and include a valid physical address in their emails.
Not only is this legally required, but it also builds trust and ensures your affiliates' emails
won't end up in the spam folder.
b. Sender Transparency: Affiliates must be honest and open about who is sending the email. People
want to know who's in their inbox, and if you're not upfront, they might mark your email as spam.
So, affiliates must be transparent about who they are in their emails. This is a must, both legally
and from the standpoint of effective email marketing.
c. Social Media
Promotion on Facebook, Twitter, and other social media platforms is permitted if you post messages
and comments linking to your own contents OUTSIDE of these plateforms.
But you ARE PROHIBITED from posting your affiliate links on Facebook, Twitter, Pinterest, etc.
company pages in an attempt to turn those links into affiliate sales.
You ARE PROHIBITED from running Facebook ads with trademarked company name.
d. Operations outisde the USA
If you are conducting business in or taking orders from persons in other countries, you will
follow the laws of those countries. For example, you will comply with the European Union's
Privacy and Electronic Communications Directive if you are conducting business in or taking
orders from persons in one or more of the European Union countries.
8.2. Affiliates that bid in their Pay-Per-Click campaigns on keywords such as G-WAN, G-WAN Server,
www.G-WAN.com, www.G-WAN.com, and/or any misspellings or similar alterations of these - be it separately
or in combination with other keywords are allowed as long as they redirect the traffic from such campaigns
to their own website prior to re-directing it to ours.
Failure to do so will be qualify them as trademark violators, and will be banned from G-WAN's Affiliate
Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve
the right to expel any trademark violator from our affiliate program without prior notice, and on the
first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit any so-called "interstitials," "Parasiteware™," "Parasitic Marketing,"
"Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets" or "deceptive
pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such
time as the consumer has fully exited G-WAN's site (i.e., no page from our site or any of G-WAN's content or
branding is visible on the end-user's screen). As used herein, "Parasiteware™" and "Parasitic Marketing"
shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate
and non affiliate commission tracking cookies through any other means than a customer initiated click on a
qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed
software, thereby causing pop ups or commission tracking cookies to be put in place or other commission
tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same
destination through the results given by the search (search engines being, but not limited to, Google, MSN,
Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking
cookies through loading of the G-WAN site in iframes, hidden links and automatic pop ups that open G-WAN's
site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the
purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with
any other banners, other than those that are on websites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through
HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with
such links, to use our logos, trade names, trademarks, and similar identifying material (collectively,
the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled
to use the Licensed Materials to the extent that you are a member in good standing of G-WAN's Affiliate
Program. You agree that all uses of the Licensed Materials will be on behalf of G-WAN and the good will
associated therewith will inure to the sole benefit of G-WAN.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging,
misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves
all of its respective rights in the proprietary materials covered by this license. Other than the
license granted in this Agreement, each party retains all right, title, and interest to its respective
rights and no right, title, or interest is transferred to the other.
10. Disclaimer
G-WAN MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING G-WAN'S SERVICE AND website OR
THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF G-WAN'S ABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO
REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE
LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal,
valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and
conditions of this Agreement and to perform your obligations under this Agreement, without the
approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL
OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL G-WAN'S
CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES
PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless G-WAN, and its subsidiaries and affiliates, and their
directors, officers, employees, agents, shareholders, partners, members, and other owners, against any
and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and
expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to
as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on
(i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service
mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any
misrepresentation of a representation or warranty or breach of a covenant and agreement made by you
herein, or (iii) any claim related to your site, including, without limitation, content therein not
attributable to us.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and
customer information, disclosed by one party to the other during negotiation or the effective term of
this Agreement which is marked "Confidential," will remain the sole property of the disclosing party,
and each party will keep in confidence and not use or disclose such proprietary information of the
other party without express written permission of the disclosing party.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create
any partnership, joint venture, agency, franchise, sales representative, or employment relationship
between you and G-WAN. You will have no authority to make or accept any offers or representations
on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably
would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except
to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the
United States of America and the State of Wyoming without regard to the conflicts of laws and
principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed
by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede
all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and
shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision
shall be eliminated or limited to the minimum extent necessary such that the intent of the parties
is effectuated, and the remainder of this agreement shall have full force and effect.