Valuer | Affiliate Program Agreement

Date: 3.06.2022
Version: 2.0

This is the Valuer Affiliate Program Agreement

If you are accepting on behalf of your employer or another entity, you represent and warrant that:

(i) You have the full legal authority to bind your employer or such entity to this Agreement

(ii) You have read and understand this Agreement; and

(iii) You agree to this Agreement on behalf of the party you represent. By accepting to become an Affiliate after we approve your application, you indicate your acceptance to be bound by this Agreement.

If you do not agree to the terms of this Agreement, your only available solution is to not be part of the Affiliate Program. Individually, either Affiliate or Valuer may be referred to as a “Party” and, together, Valuer and Affiliate may be referred to as the “Parties”.

1. Introduction

1.1. Introduction. This Agreement sets forth the terms and conditions that apply to Affiliates of Valuer’s Services that have been approved as such by Valuer, under the Valuer Affiliate Program.

2. Definitions

2.1. "Affiliate” means an individual or company, that has been approved by Valuer, use a non-exclusive license during the term of this Agreement to display a link specifically assigned to Affiliate, whether in the form of text or a logo, or other graphic elements, provided to Affiliate by Valuer (“Brand Elements” and “Affiliate Link”), which will link to your Affiliate URL, as defined below), in a manner consistent with Valuer’s trademark policies.

2.2. “Affiliate Lead” means a prospective client who has clicked on a valid Affiliate Link that Valuer made available to Affiliate.

2.3. “Affiliate Link” is a link specifically assigned to Affiliate by Valuer, whether in the form of text, logo, or other graphic elements, which will link to your Affiliate URL, in a manner consistent with this Agreement.

2.4. “Affiliate URL” is an URL that is unique to each Affiliate and provided by Valuer, and is essential to determine Commission payment for Affiliate referrals through any valid Affiliate Links.

2.5. “Anti-Corruption Laws” means all anti-bribery and anti-corruption laws and regulations binding on a Party’s business in connection with the performance of its obligations or exercise of its rights under this Agreement, including EU Member States’ anti-bribery legislation, the United States Foreign Corrupt Practices Act, U.K. Bribery Act of 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

2.6. “Applicable Data Protection Legislation” means any privacy and/or data protection laws, regulations, and binding guidance that apply to the processing of Personal Data in connection with the respective Party’s performance under this Agreement, or to the privacy of electronic communications, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK General Data Protection Regulation and the amended UK Data Protection Act of 2018 (“UK GDPR”), Directive 2002/58/EC and applicable national implementation laws (“ePrivacy Directive”), the UK Privacy and Electronics Communications Regulation, updated in 2018 (“UK PECR”), the California Consumer Privacy Act, as may be amended from time to time (“CCPA”), Canada’s Anti-Spam Legislation (“CASL”) and any legislation or regulations implementing, replacing, amending or made pursuant to such laws.

2.7. “Brand Elements” means the trademarks, service marks, names, logos, marketing collateral, or similar materials provided by Valuer for use under this Agreement.

2.8. “Commission” means a “Net Revenue” percentage amount that is defined by Valuer on PartnerStack’s platform, with the amount payable to Affiliate in 30 days upon receipt of amount from Subscriber into Valuer’s accounts and deemed paid by Valuer.

2.9. “Effective Date” means the date on which an applicant is approved by Valuer to be an Affiliate i in Valuer’s Affiliate Program, pursuant to this Agreement.

2.10. “List Price” means the retail list price of the Services as displayed at https://www.valuer.ai/pricing, as amended from time to time by Valuer and may be specific to the Subscriber’s country, or through Valuer’s quote and order form process, depending on the agreement Valuer and Subscriber come to, when Subscriber places an order with Valuer, through Affiliate’s Link. A change in the List Price only affects agreements between Valuer and Affiliate Leads and only has an impact on the Commissions paid to Affiliate starting on the date of the publishing of the new pricing plans (see Section 19).

2.11. “Net Revenue” means Subscriber fees received by Valuer from a referred Valuer Subscriber from a valid Affiliate Link. For clarity, this excludes consulting, integration, or other professional services and takes into consideration discounts, taxes, fees, refunds, and the like, applicable to payment by Subscriber to Valuer.

2.12. “Services” means Valuer’s products and services, including those as described at https://www.valuer.ai/pricing, which may be modified from time to time, at Valuer’s sole discretion. Services may include:

a) Valuer’s online Software as a Service platform and products contained in the platform, which may vary according to selection of Subscriber Plan, and any generally-available bug fixes, updates, and upgrades it provides to Subscribers,

b) Any related documentation or media provided by Valuer.

2.13. “Subscriber” means the authorized actual client of Valuer Services who has signed up a paid plan agreement or signed up for the Services after being an Affiliate Lead regarding Affiliate.

2.14. “Subscriber Transactions” means those transactions by Subscribers that are eligible for Commission pursuant to Section 6 (Orders and Payments) of this Agreement. Subscriber Transactions include, exclusively, Subscriber purchases of Valuer’s paid Services.

2.15. "Subscriber Data" means all information that Subscriber submits or collects via Valuer Services and all materials that Subscriber provides or posts, uploads, inputs or submits for public display through Valuer Services.

2.16. “Subscriber Terms of Service” means the then-current version of the Valuer Agreement (available at https://www.valuer.ai/terms-of-service?hsLang=en), as may be periodically updated by Valuer, at its sole discretion, or other Subscriber agreement, contract or order with Valuer for use of the applicable Services.

2.17. “Subscription Service” means Valuer’s web-based software that is subscribed to, and developed, operated, and maintained by Valuer, accessible via https://app.valuer.com or another designated URL, and any add-on products to our Services. For the purposes of this Agreement, the Subscription Service does not include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

2.18. “Order” means an order for the Services submitted by Subscriber hereunder, throughValuer’s quote and order form process or other standard or automated ordering process provided by Valuer and used in direct relationship with the Affiliate’s Link.

2.19. “Personal Data” means, as applicable, “personal data” as defined under GDPR, “personal data” as defined under the UK GDPR, “personal information” as defined under CCPA, or any other personal data or personal information protected by laws and processed by a Party as set forth under this Agreement.

2.20. “Privacy Notice” means the latest version of the Valuer’s Privacy Notice, available at https://www.valuer.ai/privacy-notice?hsLang=en.

2.21. “Scope of Use” means a Subscriber’s authorized Scope of Use of the Services specified in a Subscriber Order.

3. Enrollment

3.1. Enrollment Process. To enroll in the Valuer Affiliate program, the Affiliate Program applicant must submit an Affiliate application form to Valuer and be approved. Applicants will be notified of their acceptance status without undue delay after their information is reviewed. In the review process of your application, Valuer may require further information from you, including certain requirements or certifications. If accepted as an Affiliate, this Agreement will apply in its full force, starting on the day of acceptance of Affiliate into the Program, until it is terminated, pursuant to the terms set forth in Section 14 of this Agreement (Term and Termination). Affiliate acceptance into the Valuer Affiliate Program means acceptance, also, of the Valuer Privacy Notice.

3.2. Acceptance to the Affiliate Program. If you do not hear from Valuer within thirty (30) days of sending the Affiliate application, the applicant should consider the application unsuccessful. Your acceptance into Valuer’s Affiliate Program does not constitute an entry into any other similar programs Valuer has ongoing, which require a separate application from the applicant and a distinct review process from Valuer.

3.3. Affiliate Link. Subject to the terms of this Agreement, Valuer, hereby, grants Affiliate a non-exclusive license, during the term of this Agreement, to display a link that is specifically assigned to Affiliate, whether in the form of text or a logo or other graphic elements provided to Affiliate by Valuer (“Brand Elements and“Affiliate Link”), which will link to your Affiliate URL, as defined below), in a manner consistent with this Agreement.

3.4. Objection of Link display by Valuer. If Valuer objects to the manner in which Affiliate displays the Link or any other content relating to Valuer or its Services, including, but not limited to, a violation of Valuer’s Content Guidelines, which are an integral part of this Agreement, Section 14 (Term and Termination) will be enforceable by Valuer, at its sole discretion.

3.5. Brand Elements and Links. All use of Valuer’s “Brand Elements” will inure to the sole benefit of Valuer.

3.6. Cooperation with Valuer. Affiliate agrees to comply with any referral or opportunity registration process that Valuer may promulgate.

4. Affiliate URL

4.1. Affiliate URL. Valuer will provide the Affiliate with a special URL (“Affiliate URL”) when the Affiliate has been accepted as an approved member of the Valuer Affiliate Program. This Affiliate URL will be unique to each Affiliate and is essential to determine Commission payment for Affiliate referrals.

5. Ownership

5.1. Reservation of Rights and Ownership. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. The Services (including any content or information contained therein) and all copies, electronic and/or on paper, thereof are protected by copyright and other intellectual property laws and treaties. Valuer and its suppliers have and will retain all rights, title, and interest, including all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill, and confidential and proprietary information, in and to its Brand Elements, including all goodwill arising from their use, the Services, any underlying software and all copies, improvements, updates, modifications, and enhancements of the foregoing (including any changes which incorporate any Feedback, as defined in Section 5.2 (Feedback)), and Affiliate does not acquire any rights of ownership in any of the foregoing. Notwithstanding any use of terms such as “purchase”, “sale” or likewise hereunder, all Services are offered by Valuer, in the scope of this Agreement, on a paid subscription basis only.

5.2. Feedback. If Affiliate provides Valuer with feedback about the Services (“Feedback”), Valuer may use the feedback without restriction. For clarity, this use right applies to any Feedback Affiliate submitted to Valuer that was originally provided to Affiliate by an Affiliate Lead or Subscriber. All Feedback is provided “as is”.

6. Orders and Payment

6.1. Orders. For a Subscriber Order to generate a Commission to Affiliate, the Affiliate Lead must become a Subscriber, by placing an order that results from the Subscriber clicking a valid and properly coded Affiliate Link. Properly coded links are the sole responsibility of Affiliate. For clarity, and without limitation, referrals and Net Revenues collected as follows or in any of the following situations will not qualify for a Commission hereunder:

(a) From third parties that were already Subscribers of Valuer at the time of sign-up;

(b) From third parties that receive a discount for their license fees;

(c) From third parties that were referred to Valuer previously by you or any person or entity related to you (unless the subsequent referral is for the Valuer Subscriber to convert from a self-service to an enterprise plan);

(d) From referrals of yourself;

(e) From referrals in violation of this Agreement; or

(f) If you have a marketing or consulting relationship with Valuer for which you receive any compensation.

6.2. Price and Payment. Each Subscriber Order obtained through a valid Affiliate Link and URL, as set above, will set forth the Services and List Price that will determine Commissions payable to Affiliate. Payment of Commissions to Affiliate is only due after Subscriber signs up for a pricing plan, as described in the Pricing Page, available at https://www.valuer.ai/pricing, and generates Net Revenue. Commission payment structure may change according to the duration and number of users of the plan, without prior notice. Payment structure can be found on Valuer’s PartnerStack page and are considered binding regarding this agreement, as long as Affiliate Lead has clicked on Affiliate URL 30 days before becoming a paid Subscriber of Valuer Services, generating Net Revenue. Commission payment structure may change according to the duration of the plan, without prior notice to the Affiliate. Changes to payment structure on PartnerStack are only valid for new agreements between Valuer and Affiliate after the change is published on PartnerStack. Valuer will pay all amounts due under this Agreement in Euros, unless Valuer and Affiliate agree on another currency. Commissions are only payable upon receipt of Net Revenue by Valuer from Subscriber. Payment to Affiliate is due 30 days after Valuer receives payment from Subscriber. Payment of Commissions will only be related to the first order of Subscriber enrolled through a valid Affiliate Link, taking into consideration the scope and width of the plan selected by Subscriber, and limited to a maximum Commission payments of one year per Subscriber Order, as per Section 14 (Term and Termination), with further subscriptions or any changes in subscription or pricing of any type not being subject to this Agreement, as per Section 7 (Subscriber Relationship) of this Agreement, with the exception of downgrades in Subscriber Plans or number of users, which will be reflected on Commission payments to Affiliate, during the Term of the specific Agreement, under Section 14 (Term and Termination).

6.3. Subscriber Pricing; Collection. Valuer will independently determine the pricing at which it offers the Services to Subscribers. Valuer reserves the right to cancel or suspend the provision of the Services with respect to any Subscriber if it fails to receive payment with respect to such Subscriber, Valuer further reserves the right to not pay Commissions to Affiliate for this specific reason.

6.4. Delivery. Valuer will deliver login or other instructions for access to the Services directly to Subscriber contact specified in Subscriber’s Order in accordance with our standard delivery procedures. Valuer will not deliver any Services covered by an Order that is placed directly to Affiliate.

6.5. Taxes. Amounts payable to Affiliate under this Agreement exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received. Notwithstanding the foregoing, Affiliate may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such an event, Affiliate may provide to Valuer any such exemption information, and Valuer will use reasonable efforts to provide such invoicing documents as may enable Affiliate to obtain a refund or credit for the amount so paid by Valuer from any relevant revenue authority if such a refund or credit is available. However, Valuer will have no refund or credit obligation itself under this Section 6.7 (Subscriber Refunds and Service Credit).

6.6. Records and Audit. Affiliate will maintain complete, clear and accurate records of its transactions and performance under this Agreement. Upon 10 days’ advance written notice, Affiliate will permit Valuer or its representative to audit Affiliate’s records to ensure Affiliate’s compliance with this Agreement. Any such audit will be conducted during normal business hours or by Affiliate sending all information pertaining to Valuer’s request to Valuer through online transfer of data, subject and in compliance with the “Applicable Data Protection Legislation” or other data protection legislation that Affiliate must comply with, and in a manner designed to cause minimal impact on Affiliate’s ordinary business activities. Affiliate will maintain all records required under this Agreement for at least 3 years following expiration or termination of the Agreement.

6.7. Subscriber Refunds and Service Credits. If a Subscriber exercises its right under the applicable Subscriber Agreement to terminate an order pursuant to Valuer’s return policy or to seek a refund or service credit, Valuer may, in its sole discretion, issue the appropriate refund or service credit directly to the Subscriber in lieu of a refund or service credit to Subscriber.

7. Subscriber Relationship

7.1. Subscriber Relationship. Subscribers who adhere to Services provided by Valuer through the Valuer Affiliate Program will be deemed to be Subscribers of Valuer. Accordingly, all rules, policies, and operating procedures concerning Valuer’s relationship with its Subscribers will also apply to the Subscribers through the Affiliate Program, with Subscribers entering into a separate contractual relationship with Valuer for Valuer’s services.

7.2. Subscriber Services and Plans. Valuer’s Subscriber plans and pricing are, currently, available for reference to Affiliate at https://www.valuer.ai/pricing. If a custom price is agreed upon between Valuer and Subscriber, Commission of Affiliate will be on Net Revenue of the Custom Plan.

7.3. Change in pricing, structure, and/or operating procedures. Valuer may change its policies, pricing structure, and/or operating procedures without notice to Affiliate and at our sole discretion.

8. Qualifying Sites

8.1. Qualifying Sites. Valuer reserves the right to refuse any site entry into the Valuer Affiliate Program based on on-site content. Affiliate will not place any Links on any sites that do not qualify for or are otherwise refused for the Affiliate Program, as per Section 8.2 of this Agreement (Non-qualifying Sites).

8.2. Non-qualifying Sites. Sites that do not qualify for the Affiliate Program include, but are not limited to, sites which:

(a) Promote sexually explicit materials

(b) Promote violence

(d) Promote illegal activities

(e) List coupon codes or discounts that were not officially provided to them by Valuer.

(f) Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Valuer or any third party.

9. Permitted Usage

9.1. Permitted Usage. The following are permitted uses of the Valuer brand and marketing resources:

(a) Affiliates are only permitted to use the graphical banners and design resources provided by Valuer.

(b) Affiliates are only permitted to send messages or emails in text format that follow the Valuer Content Guidelines, as per Section 11 (Conduct and Obligations).

(c) If Affiliate requires a specific size banner ad, Affiliate may contact the Affiliate Program manager at partners@valuer.ai and request a new banner graphic be added to the available resources.

9.2. Advertising platforms. Any use of advertising platforms, including, but not limited to, Facebook ads and/or Google Adwords, in connection with any of Affiliate’s activities related to this Agreement or the Valuer Affiliate Program will be done at the discretion of the Affiliate, with Valuer not being responsible for any costs the Affiliate has accrued through the use of any advertising platform.

9.3. Brand Element Property. Valuer’s “Brand Elements” are the property of Valuer or its corporate affiliates. Any usage of Valuer’s “Brand Elements” outside the scope of this Agreement must be done with prior consent being requested by the Affiliate to Valuer.

10. Prohibited Usage

10.1. Prohibited Usage. Affiliate agrees to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by Valuer. As such, Affiliate will not, directly or indirectly:

(a) promote coupons that were not provided to Affiliate by Valuer;

(b) host or promote "coupon stacking" sites where Subscribers may combine coupons to receive additional discounts;

(c) in connection with its activities hereunder, (i) violate or infringe any common law or statutory rights of any person or other entity (including, without limitation, proprietary rights, copyright rights, trademark, service mark or patent rights, or any rights of privacy or publicity); (ii) violate any law, rule or regulation; (iii) use any material or information that is obscene, pornographic, libelous, defamatory, slanderous; or (iv) use any false or deceptive material, or otherwise engage in any consumer or other fraud.

11. Conduct and Obligations

11.1. Affiliate Conduct. Affiliate will not send unsolicited emails, under “Applicable Data Protection Legislation” or other data protection legislation that Affiliate must comply with, or other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook, and other social media outlets) to seek referrals.

11.2. Definition of Spam. Spam includes, but is not limited to, the following:

1) Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the consent of, the recipient through an opt-in, an opt-out where a soft opt-in applies and a double opt-in, under Applicable Data Protection Legislation, or any other data protection and/or electronic communications regulation, act or law that is relevant to Affiliate;

2) Messages posted to forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules.

3) Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.

4) Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or Instant Messaging ™system;

5) Certain off-line activities that are similar to spam, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

11.3. Compliance with Applicable Data Protection Legislation. Affiliate will perform its activities hereunder in compliance with all Applicable Data Protection LegislationApplicable Data Protection Legislation or other data protection legislation regarding data protection and/or electronic communications that Affiliate must comply with. Affiliate will only send emails containing a Link or message regarding Valuer’s products and services to person(s) who have been previously contacted and whom consented to the fact that Affiliate will be sending an email containing such information, within the scope of the “Applicable Data Protection Legislation” to the Affiliate.

11.4. Compliance with Valuer Content Guidelines. Affiliates will only send emails or post messages that are within the Valuer Content Guidelines, which constitute part of this Agreement.

11.5. Other conduct-related and obligations-related terms. Affiliate will represent Valuer and the Services in a positive and professional manner at all times. Affiliate shall ensure that any person who will be performing activities under this Agreement, prior to such performance, have satisfactorily completed a background investigation, reasonable for the given role, and subject to applicable law. As such, Affiliate will not:

(a) disparage the Services,

(b) represent itself as an agent or employee of Valuer,

(c) engage in any misleading, deceptive, illegal, or unethical conduct in connection with its performance under this Agreement, or

(d) make any representations, guarantees, warranties, or commitments regarding the Services:

(i) in addition to or inconsistent with those in the product descriptions provided by Valuer with respect to the Services or

(ii) on Valuer’s behalf.

11.6. Exclusion of training and other services provided by Affiliate related to Valuer. Affiliate has no rights under this Agreement to provide training or other services that are related to the activity of Valuer to Subscriber unless authorized by Valuer.

11.7. Consequences. If Affiliate breaches this Section 11 (Conduct and Obligations), without limiting its other remedies, Valuer may terminate this Agreement with 10 days’ prior notice.

11.8. Investigation regarding conduct and obligations. Valuer may investigate any Affiliate conduct and, at its sole discretion and with or without cause or prior notice, terminate this Agreement.

11.9. Exclusion of liability for infringement. In addition, Affiliate will indemnify and hold harmless Valuer against any liability arising from Affiliate’s breach of any obligation, representation or warranty of Affiliate under this Agreement.

11.10. Violation reporting. If you wish to report a violation of these conditions, please forward all relevant evidence to partners@valuer.ai

12. Disclosure of Affiliate Relationship

12.1. Responsibility for disclosure of Affiliate Relationship. The Affiliate has the sole responsibility to disclose the nature of their relationship with Valuer to any Subscriber and Affiliate shall indemnify and hold harmless Valuer against any liability arising from Affiliate’s lack of proper disclosure to an actual or potential Subscriber.

12.2. Identification as Affiliate. During the Term, subject to this Agreement and any quality standards and usage guidelines that Valuer specifically prescribes, Valuer grants Affiliate the right to use Valuer’s Brand Elements solely in connection with identifying yourself as a Valuer “Affiliate”, as laid out in this Agreement. Affiliate will not advertise or market Valuer’s Services without clearly identifying Valuer as the developer or provider of such Services. Affiliate will promptly cease any use of Valuer’s Brand Elements upon request. At no time during or after the Term will Affiliate:

(a) register or acquire any domain names that contain any terms that are the same or similar to the Services or Valuer’s domains,

(b) challenge or assist others to challenge Valuer’s trademark rights in the Brand Elements or the registration thereof,

(d) use the Brand Elements except as expressly permitted in this Agreement.

13. Indemnification

13.1. Indemnification by Affiliate. Affiliate will defend, indemnify and hold harmless Valuer and its officers, directors, employees, representatives, and agents from and against any third-party claim brought against such Valuer parties, and any resulting losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees), to the extent arising from or relating to:

(a) your breach or alleged breach of this Agreement or your conduct in connection with your activities as an Affiliate or marketing of the Services,

(b) your issuance of any warranty or representation regarding Valuer or its Services not specified in the Subscriber Agreement, or

(c) your breach of Section 11.6 (Exclusion of training and other services provided by Affiliate) regarding providing services to Subscriber without consent from Valuer.

(d) your breach of Section 11.6 (Exclusion of training and other services provided by Affiliate) regarding providing services to Subscriber without consent from Valuer.

13.2. Procedures. Affiliates’ obligations in this Section 13 (Indemnification) are subject to receiving

(a) prompt written notice of the claim,

(b) the exclusive right to control and direct the investigation, defense, and settlement of the claim and

(c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs. The indemnifying Party may not settle a claim without the indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than ceasing use or sale of infringing materials, when Valuer is the indemnifying Party). The indemnified Party may participate in the defense of any claim with its own counsel at its own expense.

14. Term and Termination

14.1. Term. This Agreement is effective as of the Effective Date and will renew for successive 12-month periods, unless prior notice is given, under the terms of Section 14.2 (Termination). When Subscriber enrolls in a paid Subscriber Plan of Valuer Services and the Subscriber Scope of Use, through a valid Affiliates Link and under the terms of this Agreement, a new and separate, Agreement between Valuer and Affiliate, under these same terms, is effective as of the Effective Date of the Agreement between Valuer and Subscriber, and Commission Payments from that specific Subscriber, related to the Order, the Services and Scope of Use and the Net Revenue paid by Subscriber under the terms of the Agreement between Valuer and Subscriber, will be effective for a term of 12 months (the “Term”), unless a breach of contract from the Subscriber determines the Termination of the Agreement before the end of the Term or, in the case of monthly plans, there was a termination of the contract before the Term.

14.2. Termination. Either Party may terminate this Agreement for no reason or any reason upon 30 days’ prior written notice. Either Party may also terminate this Agreement if the other Party fails to cure a material breach of this Agreement within 15 days after notice of such breach. Upon notice, Valuer may suspend Affiliates’s participation as an Affiliate for breach of this Agreement or may terminate this Agreement if Valuer ceases to offer the Valuer Affiliate Program or determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation, Subscribers or users. Except where an exclusive remedy may be specified in this Agreement, termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

14.3. Consequences of Termination. Upon any expiration or termination of this Agreement, Affiliate will

(a) cease to be an authorized Affiliate of Services,

(b) immediately cease all advertising, marketing, and other resale activities with respect to the Services,

(c) cease use of the Affiliate Links and Affiliate URLs to the extent permitted under the Agreement, and any Brand Elements or other Valuer resources provided under this Agreement, and destroy any and all copies of such Services and Brand Elements,

(d) Valuer will pay the amounts, if any, which come due under any Order accepted prior to the date of termination as such amounts come due. In addition, upon any expiration or termination of this Agreement, each Party will return or destroy (at the other Party’s option) any Confidential Information of the other Party in its possession or control, provided that each Party may maintain reasonable copies to the extent required by applicable law or for archiving purposes in accordance with its record retention policies.

14.4. Subscriber Agreements. Any Subscriber licenses or subscriptions granted prior to the termination of the Agreement will survive in accordance with the terms of the applicable Affiliate Agreement or Agreements, provided that in no event may such subscriptions be extended or renewed without the prior written consent of Valuer. The Parties agree to continue cooperating to carry out an orderly termination of their relationship, and to the extent, the Subscriber desires to purchase Services (including renewals, upgrades in pricing plans, and increasing user tiers) following termination of the Agreement, no Commissions are due to Affiliate on those Orders. Valuer will have no liability to Affiliate of any type arising from the termination of this Agreement, in accordance with its terms, or, in the case of monthly plans, there was a termination of the contract before the Term.

14.5. Survival. Sections 2 (Definitions), 5 (Ownership), 6.2 (Price and Payment) (with respect to payment obligations by Valuer accrued as of the date of expiration or any termination), 6.5 (Taxes), 6.6 (Records and Audit), 6.7 (Subscriber Refunds and Service Credits), 13 (Indemnification), 14 (Term and Termination), 15 (Limitation of Liability), 16.2 (Disclaimer), 17 (Confidential Information), 18 (Dispute Resolution), 19 (Changes to the Agreement), 20.2 (Non-Exclusive).

15. Limitation of Liability

15.1. Consequential Damages Waiver. Except for excluded claims (defined below), neither Party (nor its suppliers or Affiliates) will have any liability arising out of or related to this Agreement for any lost profits, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.

15.2. Liability Cap. Except for excluded claims, each Party’s (and its suppliers’ and affiliates’) aggregate liability to the other arising out of or related to this Agreement will not exceed the amount actually paid or payable by Valuer to Affiliate with respect to the Commissions that are subject of this Agreement.

15.3. Excluded Claims. “Excluded Claims” means

(a) 9 (Permitted Usage), 10 (Prohibited Usage), 11 (Conduct and Obligations),

(b) amounts payable to Valuer by Affiliate under Section 13 (Indemnification) or

15.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 14 (Term and Termination) apply regardless of the form of action, whether, in contract, tort (including negligence), strict liability, or otherwise, and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

16. Warranties and Disclaimer

16.1. Warranties. Affiliates represent and warrants that:

(a) it has the legal power and authority to enter into and perform its obligations under this Agreement,

(b) its execution and performance of this Agreement will not violate any other agreement to which it is a party, and

(c) it will comply with all laws applicable to its business in connection with its performance under this Agreement, including “Applicable Data Protection Legislation”or other data protection legislation that Affiliate must comply with, import and export compliance laws and regulations and Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws.

16.2. Disclaimer. The Services, any support, and all other services are provided hereunder “as is”. Except as expressly provided herein, neither party nor its suppliers makes any other warranties, conditions, or undertakings, express or implied, statutory or otherwise, including but not limited to warranties of title, merchantability, fitness for a particular purpose, or non-infringement.

17. Confidential Information

17.1. Definition of Confidential Information. Confidential Information means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in any other form, be it digital or paper, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Subscriber’s Confidential Information includes the Subscriber Data; Valuer’s Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement and all Orders, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement.

17.2. Exclusions. Confidential Information does not include information that:

(a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party;

(b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party;

(c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or

(d) is at any time independently developed by the Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.

Except as provided in Section 17.4 (Compelled Disclosure), Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents, and consultants who:

(a) need to know the Confidential Information in connection with the purpose of the Agreement and;

(b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement.

17.3. Parties Obligations towards Confidential Information. Each party shall:

(a) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and;

(b) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.

17.4. Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party (“Compelled Disclosure”), then to the extent legally permitted, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the compelled disclosure. Any compelled disclosure shall be limited to the extent required and shall be subject to confidentiality protections to the extent practicable. If Receiving Party is compelled by law to disclose Disclosing Party’s Confidential Information as part of a civil proceeding to which Disclosing Party is a party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

18. Dispute Resolution

18.1. Governing Law, Jurisdiction, and Venue. This Agreement is governed by the laws of the Kingdom of Denmark without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to this Agreement will be the Courts of Denmark, located in Copenhagen, and both parties submit to the personal jurisdiction of those courts.

18.2. Injunctive Relief; Enforcement. Notwithstanding Section 18.1 (Governing Law, Jurisdiction, and Venue), nothing in this Agreement will prevent either Party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations, or enforcement or recognition of any award or order in any appropriate jurisdiction.

19. Changes to the Agreement

19.1. Changes to the Agreement. Valuer may update this Agreement from time to time at its sole discretion by posting the updated terms to this site or a successor site. The version of this Agreement in place at the time each Order is submitted is the version that will govern such Order. Except as provided in Section 19 (Changes to the Agreement), all changes or amendments to this Agreement require the written agreement of you and Valuer.

20. General Provisions

20.1. Contact Information. Except as otherwise set out in this Agreement, please direct your communications concerning this Agreement to partners@valuer.ai. Valuer may send you notices to your email address that is on file with Valuer, which you have provided when adhering to the Valuer Affiliate Program.

20.2. Non-Exclusive. The rights granted to Affiliate hereunder are non-exclusive and nothing under this Agreement will be deemed to prohibit Valuer from entering into any Affiliate agreement, services, or other agreement with any party anywhere in the world either during or after the Term.

20.3. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, pandemic or natural disaster.

20.4. Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent. As an exception to the foregoing, either Party may assign this Agreement in its entirety to an Affiliate, or to its successor resulting from a merger, acquisition, or sale of all or substantially all of its assets or voting securities, provided that the assignee is financially and technically able to, and agrees in writing to, assume all of the assignor’s obligations under this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized above will be null and void. Subject to the foregoing, this Agreement will inure to the Parties’ permitted successors and assigns.

20.5. Entire Agreement. This Agreement constitutes the entire, complete, and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof. In the event of conflict or inconsistency between any such terms and conditions, the following order of precedence will apply:

1) the Order,

2) this Agreement, and

3) any other terms or documentation attached hereto or referenced herein. Except for an Order executed by Valuer, no purchase order or ordering documents that purports to modify or supplement this Agreement will add to or vary the terms of this Agreement.

20.6. Waivers; Severability. No failure or delay by the injured Party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

20.7. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants), and “hereunder” refers to this Agreement in its entirety. Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable, or illegal, the other provisions will continue in full force and effect.

20.8. Independent Contractors. The Parties are independent contractors. This Agreement will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power, or authority to create any duty or obligation of the other Party.