Effective Date: January 1, 2020

1. Parties. The parties to this Agreement are you (the registrant), and the owner and operator of this website, Groove Digital, Inc. ("Groove"). If you are not acting on behalf of yourself as an individual, then "you" means your company or organization. All references to "your site" refers to the site that will link to this site (and which you will identify in your application). All references to "we", "us", "our", "this website" or "this site" shall be construed to mean Groove. 

2. Non-Exclusive Appointment of Affiliate and Restrictions. Effective upon our acceptance of your affiliate application and subject to the terms and conditions hereof, Groove hereby authorizes you to be a non-exclusive participant in the Groove Affiliate Program (also referred to as the "Program") for purposes of promoting and marketing our Groove Digital, LLC services.

 2.1 Our relationship shall be and shall at all times remain, that of independent contractors, and not that of employer and employee, franchisor and franchisee, joint venturers, or partners. No payment of any fee or equivalent charge is required as a condition to enter into this Agreement.

 2.2 You are not authorized to accept orders or to enter into contracts or to create any obligation in Groove's name, or to transact any business on behalf of Groove.

 2.3 No license is granted herein for use of our tradename or trademarks; however, during the term of this Agreement, you are authorized to use any materials provided by us such as banner advertisement links, button links, and/or a text links which may incorporate our tradename or trademarks, but only in the form provided by us. You do not obtain any ownership rights in any intellectual property, including, without limitation, any intellectual property with respect to the tracking URL(s), links, link formats, technical specifications, guidelines, or graphical artwork, or with respect to this site's domain name.

 2.4 You agree that we may notify you from time to time regarding the Program with emails sent to your then-current email address listed for your affiliate account. We reserve the right in such emails to modify existing policies and/or to add new policies regarding the Program, and you agree to follow any such policies.

 2.5 Except as may be expressly authorized in writing by us, your appointment of sub-affiliates is not permitted.

 2.6 You agree that we have the right to approve your advertisements and promotions prior to publication by you. Prior approval may be in the form of approved advertisements and promotional materials posted to our website. If we do not post your advertisement or promotional material to our website, you agree to send a support request email requesting approval.

 2.7 You may use search engine optimization and online advertising in your marketing efforts; provided, however, you are not authorized to purchase or register any keywords, search terms or other identifiers that include any principal words in our tradename, domain name, or any of our trademarks or logos, or any variation thereof ("Proprietary Terms") for use in any search engine, portal, pay-per-click advertising service, or other search, advertising, or referral service. From time to time, we may request that you cause any applicable web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such web search engine offers such exclusion capabilities, and you agree to promptly comply with such requests.

 3. Commissions; Payment Terms.

 3.1 The term "Referrals" means users who access this site through tracking URL(s) that we provide to you. Commissions are payable based on sales to your Referrals that we are able to track and credit to you. We will pay you commissions monthly in accordance with our then-current policy. In no event shall we be liable for more than a single referral fee for a single Referral sale, and in the event of a dispute between competing affiliates for credit for a sale, our determination will be final. We reserve the right to change prices in our discretion at any time. If any sale is refunded, the referral fee will be deducted from the subsequent payment of referral fees. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY POTENTIAL INCOME YOU MAY MAKE.

 3.2 You are eligible to earn commissions only on sales to Referrals that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

 3.3 We may terminate you immediately for cause if we determine in our sole discretion that you have violated the terms of this Agreement and/or any applicable law or regulation. If we terminate you for cause, we will immediately halt the processing of any payments or charges for sales generated by you with the result that you will forfeit any unpaid commissions.

4. Order Processing and Fulfillment. We will be solely responsible for all aspects of processing and fulfillment for orders for Groove Services placed by Referrals. We reserve the right to reject orders that do not comply with our requirements.

5. Monitoring Rights.

 5.1 You agree that we may monitor your (i) advertisements for our products and services regardless of the media, platform, or format, and (ii) marketing methods, procedures, and communications by any means now known or hereafter developed for purposes of determining your compliance with this Agreement, including without limitation, monitoring your website(s), emails, and social media posts both directly by us and indirectly via third parties.

 5.2 We will notify you via email regarding any requirement for assistance with monitoring your advertisements and promotions, and you agree to implement any and all such requirements.

 5.3 You also agree that we have the right to require you to modify or cease any of your advertisements, marketing methods, procedures, and communications. Your only recourse will be to terminate this Agreement and your participation in the Program.

6. Policies Regarding Spam and Unacceptable Marketing Methods.

 6.1 You may engage in general email promotions; provided, however, that as a condition of your participation in the Program, you agree to comply strictly with all applicable laws (federal, state, and otherwise in all applicable jurisdictions) that govern marketing email, including without limitation, the U.S. CAN-SPAM Act of 2003, Canada's Anti-Spam Law (if applicable), and all other applicable anti-spam laws. Violation of any of these laws will lead to immediate termination of this Agreement. You agree to defend and indemnify us from and against any claim by a third party in connection with your failure to comply with this No-Spam Policy.

 6.2 You agree to not use any of the following marketing methods: malware, adware, spyware, phishing, pharming, and similar deceptive techniques.

7. Laws and Regulations; Federal Trade Commission (FTC).

 7.1 You agree to comply strictly with all applicable laws and regulations including without limitation, FTC regulations and applicable state regulations.

 7.2 The FTC classifies you as an "endorser" for our products or services that you market as our affiliate. Accordingly, you are required to disclose your "material connections" with us in your capacity as our affiliate. This means, among other things, that you should disclose the fact that you are compensated for promoting our products and services.

 7.3 You agree to add the following notice to the bottom of your website pages and at the bottom of all commercial emails for purposes of disclosing your "material connection" with us:

Affiliate Compensation Disclosure: From time to time, we promote, endorse, or suggest products or services of others. In most cases, we will be compensated, either as an affiliate with a commission based on sales, or with a free product to review or use. Our recommendations are always based on (i) our personal belief in the high quality and value of the product or service, and (ii) our review of the product or service, or a prior relationship or positive experience with the sponsoring person or organization.

 7.4 For your promotional posts on social media, disclose your "material relationship" by adding the following as a prominent disclosure: #ad.

 7.5 Refer to the following FTC publication for guidance: https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking .

8. Federal Trade Commission Rules Regarding Truthful and Non-Deceptive Advertising.

 8.1 The Federal Trade Commission (FTC) and various state laws prohibit advertising that is false or misleading. Accordingly, among other things, you are required to substantiate your advertising claims prior to dissemination and to state these claims in clear language that is both true and also not misleading. You agree to comply strictly with all applicable laws and regulations including without limitation FTC and state law requirements in your affiliate marketing activities.

 8.2 Refer to the following FTC publication for guidance: https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing/online-advertising-and-marketing .

9. Your Representations and Warranties. You agree to make no representation or warranty regarding this site or our products or services. 

10. Warranty Disclaimer. ALTHOUGH Groove RESERVES THE RIGHT TO MAKE A LIMITED WARRANTY TO THE END-USER, Groove MAKES NO WARRANTY TO YOU. NEITHER Groove NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED TO YOU. Groove AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO MARKETING OF THE GROOVE SERVICES OR PRODUCT(S) IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

11. Disclaimer of Incidental and Consequential Damages. IN NO EVENT SHALL WE BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Liability Cap. In no event shall our aggregate liability, if any, including liability arising out of contract, negligence, strict liability in tort or warranty, or otherwise, including without limitation any liability for direct damages, exceed the total amount of referral fees paid or payable by us for the payment period immediately preceding your claim.

13. Confidential Information. You agree that all non-public information that we provide regarding the Program, including without limitation, our pricing, marketing methodology, and business processes, is our proprietary confidential information. You agree to use this confidential information only for purposes of exercising your rights as our affiliate while in strict compliance with this Agreement, and you further agree not to use or disclose this confidential information for a period of three (3) years after termination as our affiliate. 

14. Disclosure of Personal Information. You agree to hold any personal information that we may disclose regarding a referred transaction in strictest confidence and to use such information only for purposes of monitoring that specific transaction. 

15. Ownership. The material provided on this site and via our online services is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by us and/or others. Except for the limited rights granted herein, all other rights are reserved. 

16. Term and Termination. The term of this Agreement will begin upon our acceptance of your application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the non-terminating party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to this site and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you in connection with the Program. 

17. Notices. We may give notice to you for any purpose by email sent to your then-current email address listed for your affiliate account. You may give notice to us for any purpose by email sent to affiliate program manager at the following address: , or any other email address we may specify in an email notice to you.

18. Arbitration. By agreeing to arbitration, you understand and agree that you are waiving your rights to maintain other resolution processes, such as a court action or administrative proceeding, to settle your disputes. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Boca Raton, Florida, and may be conducted by telephone or online. The laws of the State of Boca Raton, Florida shall apply. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcement of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

19. Continuing Obligations. The following obligations shall survive the expiration or termination hereof and the distribution grace period provided above: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (iv) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the confidential information of either party, or any remedy for breach thereof, and (v) the payment of taxes, duties, or any money hereunder.

20. Jurisdiction and Venue; Applicable Law. The courts of Boca Raton, Florida shall be the exclusive jurisdiction and venue for all legal proceedings under this Agreement. The laws of Boca Raton, Florida shall apply to all issues in dispute, excluding its rules regarding conflicts of law.