AFFILIATE AGREEMENT

Effective Oct 18, 2021

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SYNCFUSION, Inc. (“Syncfusion”). BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT 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 you becoming an Affiliate in Bold Reports Affiliate Program (“Program”) . Please note that throughout this Agreement, "we," "us," and "our" refer to Bold Reports and "you," "your," and "yours" refer to the Affiliate.
  1. Purpose Of The Agreement The purpose of this Agreement is to allow HTML linking between your web site or social media sites and the Bold Reports web site. By promoting Bold Reports , using the Affiliate link provided at sign up and subsequently receiving a click on your Affiliate link from a customer, then you will receive a Fee paid by Syncfusion for approved Qualified Conversions.
  1. Eligibility To Become An Affiliate
    • In order to become an Affiliate you must be in compliance of our current terms and conditions.
  1. Affiliate Obligations
    • 4.1 To begin the enrollment process, you will complete and submit the online application (on our server) and on website. The fact that Syncfusion auto-approve applications does not imply that Syncfusion may not re-evaluate your application at a later time. Syncfusion may reject your application at our sole discretion. Syncfusion may cancel your application, of your status as an Affiliate, if we determine that your site, or online presence is unsuitable for our Program, including, but not limited to, if your site or online presence:
      • 4.1.1 Promotes sexually explicit materials
      • 4.1.2 Promotes violence
      • 4.1.3 Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
      • 4.1.4 Promotes illegal activities
      • 4.1.5 Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
      • 4.1.6 Includes Bold Reports or variations or misspellings thereof in its domain name
      • 4.1.7 Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
      • 4.1.8 Contains software downloads that potentially enable diversions of commission from other Affiliates in our program.
      • 4.1.9 You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Bold Reports or any other Affiliated business.
    • 4.2 As a member of Bold Reports's Affiliate Program, you will have access to Affiliate portal. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the Bold Reports web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other Affiliate link we provide you with.
    • 4.3 Syncfusion reserves the right, at any time, to review your placement and approve the use of Your links and require that you change the placement or use to comply with the guidelines provided to you.
    • 4.4 The maintenance and the updating of your site will be your responsibility. 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.
    • 4.5 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.
  1. Syncfusion Rights and Obligations
    • 5.1 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 web site are appropriate and to notify further you 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 Bold Reports Affiliate Program.
    • 5.2 We reserve the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Bold Reports Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Syncfusion shall not be liable to you for any commissions for such fraudulent sales.
    • 5.3 This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
  1. Qualified Conversion
    • A Qualified Conversion shall mean (1) a link was clicked that provided Affiliate identification (or Affiliate tracking) (2) the person scheduled a free demo with the Bold Reports product team and attend the scheduled demo: (1) providing/using a valid business email address, (2) is a natural born person that can be verified through valid government identification or verified by Syncfusion’s team in another manner (3) resulted from the Affiliate’s promotion of the Bold Reports product (4) is not employed by a company that owns a Syncfusion Global License, an individual retail license in your name, or Bold Reports Global License and (5) is scheduling a Bold Reports demo and is attending a demo the first time. In the event any dispute if an individual is a Qualified Conversion Syncfusion will have sole discretion to determine if the Affiliate is eligible for fees.
  1. What Will Constitute The Earning of Fees
    • In order to be eligible to receive any fees you must send a Qualified Conversion to Syncfusion.
  1. Amount of Fees
    • An Affiliate will receive $10.00 USD for each Qualified Conversion.
  1. Dispute Over If Someone Is A Qualified Customer
    • If there is a dispute over if an individual is a Qualified Conversion, or if there are multiple contacts, then the Parties will work together in good faith. The Parties would agree to the following guidelines with multiple contacts.
      • If there are multiple conversions from the same person, within a 6 month period, then there would only be payment for the first Qualified Conversion
      • If there are multiple conversions from the same legal entity, within a 6 month period and, at Syncfusion’ sole discretion,the individuals that created the Qualified Conversion are working on the same team or project, then there would only be payment for the first Qualified Conversion.
  1. 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.
  1. 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 Bold Reports's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Bold's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
  1. Payment
    • Syncfusion uses a third party to handle all payment. The third party is PayPal.com. Kindly review the payment processors terms and conditions and User agreement. Payments will be made on a monthly basis, within 60 days after a Qualified Conversion is confirmed by Syncfusion to Affiliate Account Interface.
    • You will create a password to access your Affiliate Account Manager (as we referred to this above portal. From there, you will be able to view your conversions, their status and commissions payment amount commissions due to you.
  1. Promotion Restrictions
    • 13.1 You are free to promote your own web sites, but naturally any promotion that mentions Syncfusion 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 Syncfusion. For example, advertising commonly referred to as "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 newsgroups and cross-posting to multiple newsgroups 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 Syncfusion so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Syncfusion so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Syncfusion. 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 Bold Reports Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
    • 13.2 Affiliates are prohibited from promoting or adding additional keywords related to or referencing the products, services and functions of Syncfusion through paid advertising channels, this includes but is not limited to Google Adwords, Bing, Facebook, Instagram, YouTube, Quora, Twitter, etc. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Syncfusion, Syncfusion, www.Syncfusion, www.Syncfusion, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Syncfusion’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.
    • 13.3 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 Syncfusion’s site (i.e., no page from our site or any Syncfusion’s content or branding is visible on the end-user’s screen). As used herein a. “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, 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 Syncfusion site in IFrames, hidden links and automatic pop ups that open Syncfusion’s site; (d) targets text on web sites, other than those web sites 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 web sites 100% owned by the owner of the application.
  1. Grant of Licenses
    • 14.1 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 Bold Reports Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Syncfusion and the good will associated therewith will inure to the sole benefit of Syncfusion. You also agree to use Syncfusion’s logos, trade names, and trademarks in accordance with our marketing materials.
    • 14.2 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.
  1. Disclaimer
    • Syncfusion MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Syncfusion SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Syncfusion 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.
  1. Representations and Warranties
    • You represent and warrant that:
      • 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;
    • 16.1 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;
    • 16.2 You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
  1. Limitations of Liability
    • THE MAXIMUM LIABILITY THAT SYNCFUSION WILL BE LIABLE FOR IS $1.00 USD. SYNCFUSION WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, INTELLECTUAL PROPERTY, TORT 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 SYNCFUSION’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, INTELECTUAL PROPERTY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
  1. Indemnification
    • You hereby agree to indemnify and hold harmless Syncfusion, 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 Syncfusion’s trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any claim that our use of Syncfusion’s software infringes on any =, copyright, license, intellectual property, or other proprietary right of any third party 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.
  1. 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.
    • Information and data supplied by either party to the other party may include confidential or proprietary information. Confidential or proprietary information (“Confidential Information”) means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement. Confidential Information of Syncfusion includes, but is not limited to, the terms of this Agreement, the Licensed Product, the Licensed Programs, the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Licensed Program(s), the Documentation, and pricing information. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information shall not include information that either party can demonstrate: (i) at the time of disclosure is in the public domain or is otherwise available to the Receiving Party other than on a confidential basis; (ii) after disclosure, becomes a part of the public domain by publication or otherwise through no fault of the Receiving Party; (iii) was disclosed to the Receiving Party by a third party not under an obligation of confidentiality to the Disclosing Party; or (iv) is or has been independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records) without access to any Confidential Information of the Disclosing Party.
    • 18.1 Each party agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence; and (ii) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer, or allow access to the Confidential Information. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of the Disclosing Party as required by law or court order; in such event, however, such party shall if legally permitted inform the other party via telephone, email, or facsimile within a reasonable period of time and, in all events, limit the extent of any such compelled disclosure to the minimum so required.
  1. Miscellaneous
    • 19.1 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 Syncfusion. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
    • 19.2 Affiliate may not assign any of its obligations, rights, or remedies hereunder and any such attempted assignment shall be null and void.
    • 19.3 You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
    • 19.4 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.
    • 19.5 The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. This Agreement constitutes the complete understanding between the parties with respect to the subject matter herein and supersedes all proposals, all previous negotiations and agreements, written or oral, express or implied, between the parties with respect to the subject matter herein. This Agreement may not be waived, altered, amended, or modified except in writing, directly referencing the Agreement, and signed by authorized representatives of both parties.
    • 19.6 This Agreement shall be governed by the substantive laws of the state of North Carolina without regard to any conflict of law provisions. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, or by the Uniform Commercial Code, the application of which is expressly excluded. The parties agree that sole jurisdiction and venue for any dispute relating to this Agreement shall be in a federal or state court located in Wake County, North Carolina.
    • 19.7 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.