Affiliate Program
SOLO AFFILIATE PROGRAM AGREEMENT
This Solo Affiliate Program Agreement ("Agreement") governs your participation in the Solo Affiliate Program ("Program"). It is between you ("Affiliate," "you") and Mozilla Corporation ("Mozilla," "we," "us," "our"). Mozilla owns and operates the Solo website generation services available at https://soloist.ai/ (the "Services"). By registering for the Program, you agree to this Agreement, including any other terms, policies, or guidelines referenced herein. If you sign up on behalf of a company or other organization, you confirm you have authority to bind that organization, and "you" refers to that organization.
- Joining & Program Eligibility
To participate, you must: (1) submit an application and accept this Agreement through the affiliate link using our third-party affiliate administrator, Dub Technologies, Inc. (the "Affiliate Tool"); (2) create and maintain your Affiliate Tool account, including a valid and up-to-date payment method; and (3) complete any required tax documentation needed for us or the Affiliate Tool to process payments. You represent and warrant that all information you provide in your application is complete and accurate.
We will review your application submitted through the Affiliate Tool and notify you whether you are accepted or rejected within 7 days after we receive it. We may accept or reject any application for any reason (or no reason), in our sole discretion. You may not participate unless we expressly accept you in writing. Any information collected during registration or the application process will be handled in accordance with our Privacy Policy.
You are not eligible to participate in the Program if you (or your employees or agents) are a Mozilla employee or a family member of a Mozilla employee.
2. Commissions
2.1 Use of Unique Affiliate Links. Once accepted into the Program, you may be eligible to earn compensation at the rate set forth in the Affiliate Tool ("Commissions") by creating, sharing, or distributing content about the Services in accordance with this Agreement. You will be provided with a unique tracking link you place on your site or promote the Services through other channels provided via the Affiliate Tool ("Affiliate Link"). You may only use your Affiliate Link on properties, pages, websites, or platforms (including, without limitation, social media pages) you own or control ("Affiliate Sites"). If we request that you remove an Affiliate Link from any property or content, you must comply within twenty-four (24) hours. Failure to comply may result in suspension or termination of your participation in the Program and/or forfeiture of any payments, as determined by us in our sole discretion.
2.2 Link Commission Eligibility. When a customer prospect clicks on that Affiliate Link made available to you through the Affiliate Tool ("Affiliate Lead") and subscribes to the Services through your Affiliate Link, you may earn Commission income for qualifying subscriptions, as described in and subject to the guidelines found in the Program Guidelines. You will only be eligible for a Commission payment for customer transactions that are completed through your Affiliate Link. You will not be eligible for a Commission payment if a prospective customer does not upgrade to a paid tier of the Services within sixty days (60) days after clicking your Affiliate Link (the "Attribution Window"), even if that customer later subscribes directly by visiting our website or through another link. Unless expressly stated otherwise in the Program Guidelines, you are eligible to receive a Commission payment for a customer's initial subscription and any follow-on purchases or subscriptions for up to one year from the initial subscription date.
2.3 Ineligible Affiliate Leads. A Commission will not be payable if, at or before the time the customer used your Affiliate Link, that customer was already a user of the Services or was actively engaged in the subscription process with us. We will not be liable for any errors by you or a customer in using your Affiliate Link, even if those errors reduce the amounts that would otherwise be paid to you under this Agreement. Only one Affiliate can earn a Commission for a single customer referral. If multiple Affiliates claim credit for the same referral, we will, in our sole discretion, determine which Affiliate is entitled to the Commission based on our tracking systems.
3. Payouts & Taxes
3.1 Commissions Payouts. Affiliate will receive eligible Commission payouts from the Affiliate Tool provider Dub Technologies Inc. Eligible Commissions will be paid on a monthly basis, within forty-five (45) days after the end of each calendar month during which the eligible Commission is received. The threshold for eligible Commissions payouts is USD $50, provided that we will pay any eligible Commissions not meeting this threshold if either party terminates this Agreement, subject to this Section 3 and Section 9. We reserve the right, to the fullest extent permitted under the law, to temporarily or permanently withhold or deduct Commissions otherwise payable to you if you violate this Agreement, including any Mozilla policies, or if we determine or reasonably believe that the Commissions were issued in error, were fraudulent or illegal, whether or not those Commissions are directly related to the violation.
3.2 Taxes. You are responsible for paying all taxes, duties, or other governmental charges ("Taxes"), if any, that are imposed on any Commission payments made to you.
5. License and Ownership
5.1 License. Subject to the terms of the Agreement, we grant Affiliate a revocable, non-exclusive, non-sublicensable, non-transferable, worldwide, royalty-free, restricted license to use, copy, publish and display information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Services, including the Solo Marks (as defined below) that we provide to you ("Solo Content") during the term of the Agreement in, without limitation, emails, social media posts, images, copy, .text, .gifs, quotations and videos ("Affiliate Materials") and on Affiliate Sites. Affiliate shall not, and shall not permit any third party to, modify, alter, reverse engineer, recompile, or reverse assemble the Solo Content in any way, combine it with other marks, or use it in a manner that could cause confusion, imply endorsement, or dilute our brand. If we update the Solo Content, you must use commercially reasonable efforts to implement the updated content and discontinue use of any prior versions.
5.2 Trademark License and Usage Guidelines. We grant Affiliate a non-exclusive, non-sublicensable, non-transferable, worldwide, royalty-free, restricted license to use, copy, publish and display the Solo tradename and logo ("Solo Marks") during the term of the Agreement solely to the extent necessary to provide the Affiliate Services hereunder. Use of Solo Marks shall at all times be subject to compliance with any brand and logo guidelines we provide to you or make available and as may be updated or revised from time to time.
5.3 Reservation of Rights. Subject to the license in Section 5.1, we retain all rights, title and interests in and to the Solo Material and Solo Marks. You shall not acquire any rights to either the Solo Materials or Solo Marks by implication, estoppel or otherwise. All goodwill symbolized by and connected with the use of the Solo Marks under this Agreement inures solely to Mozilla's benefit.
6. Prohibited Conduct
In connection with your participation in the Program, you expressly agree to comply with Mozilla's Acceptable Use Policy and agree not to: (1) "spam" or send unsolicited communications to anyone. You must promptly honor all "opt-out," "do not call," and "do not send" requests; (2) mislead or attempt to mislead anyone in connection with the Program, either by affirmative representation, implication, or omission, including by impersonating another person or entity, misrepresenting your relationship with Solo; or creating fake accounts, blogs, webpages, profiles, websites, links, "deepfakes" or messages; and/or (3) use your Affiliate Link in connection with any of the following: (a) defamatory content concerning Solo or third parties; (b) offensive, abusive, intimidating, harassing or objectionable content, such as content which promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual, that is sexually explicit, obscene and/or contains nudity, or contains images or references to drugs, alcohol, or weapons; (c) any political and/or religious statement; (d) use your Affiliate Link to purchase the Services for yourself; (e) purchase ads that direct to your site(s) through an Affiliate Link that could be considered as competing with our own advertising; and/or (f) create websites, domains, URLs, social media handles or email addresses containing the word "Soloai" or any Mozilla trademarks.
We may, but are not obligated to, monitor the Affiliate Materials or Affiliate Sites at any time to determine if you are complying with this Agreement and our Program Guidelines.
7. Representations and Warranties
You represent and warrant that: (a) you have all necessary right, power and authority to enter into and perform the Agreement; (b) your performance under the Agreement does not and will not violate or cause a breach of the terms of any other agreement to which Affiliate is a party; (c) you are not the subject of U.S. sanctions regulations or on any U.S. sanctioned parties lists; (d) you will comply with all applicable laws, rules, regulations, industry best practices, and regulatory guidelines, including, without limitation, the following, as may be amended, updated or modified, the United States Foreign Corrupt Practices Act, the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), the CAN-SPAM Act of 2003 (Public Law No. 108-187), EU Directive 2002/58/EC on Privacy and Electronic Communications, the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonial in Advertising, the Australian Advertiser Code of Ethics, the ACCC Advertising and Selling Guidelines, and the ASA UK Advertising Codes; (e) you will not misrepresent or exaggerate Affiliate's relationship with Solo, including by stating or implying that Solo supports, sponsors, or endorses Affiliate, except as permitted under this Agreement; and (f) Affiliate Materials and its performance under this Agreement will not infringe or misappropriate the intellectual property, privacy, publicity or other rights of any third party.
8. Confidentiality
"Confidential Information" means any non-public, confidential, or proprietary information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with this Agreement, including the terms of this Agreement, business plans, marketing, customer lists, pricing, methodologies, algorithms, designs, software, systems, techniques, and source code, whether disclosed in tangible or intangible form, that is marked confidential or should reasonably be understood as confidential. The Recipient will protect the Discloser's Confidential Information with at least reasonable care (and no less than the care it uses to protect its own most sensitive confidential information), use it only to perform under this Agreement, and restrict access to representatives who need it to perform under this Agreement. The Recipient is responsible for its representatives' compliance with these confidentiality obligations. Confidential Information does not include information that: (a) Was public before disclosure or later becomes public through no fault of the Recipient; (b) Was lawfully received from a third party without confidentiality obligation; (c) Was already lawfully in the Recipient's possession before disclosure; (d) Must be disclosed by law (provided the Recipient gives prior written notice where legally permitted and cooperates to minimize disclosure); or (e) Was independently developed without use of the Discloser's Confidential Information, as shown by documentary evidence.
9. Term, Termination, and Survival
The term of this Agreement will begin upon your registration for the Program. Either you or we may terminate your participation in a Program and this Agreement at any time, with or without cause, by giving the other party written notice of termination (including via email). Upon termination, your rights to use any Affiliate Link and Solo Content will immediately cease. We may hold accrued unpaid Commissions for a reasonable period of time following termination to ensure that the correct amount is paid, such as adjustments for cancellations, refunds, or downgraded subscriptions. The provisions of this Agreement that should survive to fulfill its essential purpose, shall survive, including, without limitation: "Commissions", "Payouts & Taxes", "License and Ownership", "Representations and Warranties," "Confidentiality", "Term, Termination, and Survival", "Disclaimer of Warranties and Limitation of Liability," "Indemnification," and "General."
10. Disclaimer of Warranties and Limitation of Liability
10.1 Disclaimer of Warranty. WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC OR FEES YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH ANY AFFILIATE PROGRAM, AND WE WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS. ANY INFORMATION OR MATERIALS PROVIDED BY US (INCLUDING ANY AFFILIATE LINK(S)) ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT AFFILIATE LINKS MAY OPERATE ON A "LAST-CLICK" MODEL AND MOZILLA IS NOT RESPONSIBLE FOR ANY PAYMENT OF FEES IN THE EVENT A CUSTOMER TRANSACTION IS NOT COMPLETED USING YOUR AFFILIATE LINK. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.2 Limitation of Liability. EXCEPT FOR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, AFFILIATE'S INDEMNIFICATION OBLIGATIONS HEREUNDER AND AFFILIATE'S INFRINGEMENT OR MISAPPROPRIATION OF MOZILLA'S INTELLECTUAL PROPERTY RIGHTS: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR LOST REVENUE, OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT; AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT THAT EXCEEDS THE TOTAL FEES RECEIVED BY AFFILIATE UNDER THE AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM.
11. Indemnification
You will defend, indemnify, and hold harmless Mozilla, its officers, directors, employees, agents, and affiliates ("Indemnified Parties") from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys' fees) incurred by Mozilla arising from any third-party claims related to your breach of this Agreement or applicable law or regulation; your website, your content, or materials used by you in connection with the Program; and your negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which Mozilla is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defense of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.
12. Independent Contractors
The status of the parties to this Agreement is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Affiliate and us.
13. General
This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles or rules of conflicts of laws. Routine operational notices may be sent by email to the contact information the parties provide each other. "Legal Notices" (notice of breach, default, termination, indemnification claims, or other legal matters) must be delivered in writing by personal delivery or recognized overnight courier with receipt tracking, with a copy by email to support@soloist.ai. Legal Notices to Mozilla must also be copied to legal-notices@mozilla.com. Affiliate may not assign the Agreement, in whole or in part, or any of its rights and obligations hereunder, without our prior written consent. We may freely assign and/or subcontract any of our rights or obligations under this Agreement. Neither party is liable for delays or failure to perform (except payment obligations) due to force majeure events, including strikes, shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, civil unrest, government action, labor conditions, earthquakes, changes in data protection laws, or similar events beyond the party's control. In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement will not be deemed a waiver of that or any other term, covenant or condition of this Agreement. This Agreement, including the Program Guidelines and any policies referenced herein, represents the entire agreement and supersedes all previous agreements and understandings between the parties relating to the subject matter hereof. We may modify this Agreement or the Program Guidelines from time to time by posting updated versions to the Services or the Affiliate Tool. By continuing to participate in the Program after any updates to the Agreement, you agree to be bound by the modified Agreement.