Affiliate Agreement

Last Updated on August 19th, 2024

Moduly may offer you an opportunity to become an independent Moduly Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Moduly products, services and accounts that you sell. Moduly reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed herein. See also Moduly Terms of Service, which apply to you in your role as Affiliate, unless otherwise expressly provided for.

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Moduly’ Affiliate program. By clicking “I Accept the Terms and Conditions” and submit, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.

SECTION 1 - PARTIES

All references to “Moduly” herein means and refers to Disanko Inc DBA Moduly, doing business as Moduly. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. Moduly and You are each referred to herein as a “Party,” and collectively as the “Parties.”

You agree to notify us in writing if the legal name of your business or account ownership changes within twenty-four (24) hours of such change and You certify that all such information is truthful and accurate. Notice of such changes should be sent to affiliate@moduly.io.

SECTION 2 - APPLICATION

You agree to provide all information requested by Moduly in connection with Your Affiliate application and/or Your continued participation as a Moduly Affiliate, and You affirm that all information that You provide is truthful, accurate, and complete (without material omission).

You understand and agree that Moduly retains sole and exclusive discretion to determine whether You qualify for participation in Moduly’ Affiliate program. Not everyone who applies for Moduly’ Affiliate program will qualify to participate.

SECTION 3 - CONSENT TO BE CONTACTED

You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages, whether by Moduly or a third-party on behalf of Moduly. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

You understand and agree that the foregoing method is the only reasonable method of opting out. You further agree that any other method of opting-out is not a reasonable means of opting out.

SECTION 4 - COMPENSATION

If Your application to become an Affiliate is approved by Moduly, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Moduly. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.

In the event that a prospect (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. However, once a Sale has been associated with an Affiliate ID, that Sale cannot be attributed to another Affiliate ID for at least six (6) months from the date of the Sale.

Moduly shall have the sole and exclusive authority to deny and/or revoke a commission or commissions based on affiliate-hopping or other action that creates multiple commissions for one true transaction, which shall be determined at the sole discretion of Moduly.

Provided that the Sold Account (as defined below) remains in good status within forty-five (45) days from the Sale, You will be paid a commission for each Sold Account that generates a payment to Moduly in a month (“Commission”).

Except as otherwise provided herein, Commission payments will be paid on the 1st and 15th of each month following Moduly’ receipt of payment for a Sold Account, subject to the other terms of this Agreement. In the event the 1st or 15th of each month falls on a holiday, Commission payments will be paid on the business day preceding the holiday. All Commission payments are based on the amount of fees received by Moduly, less sales taxes.

The amount of Commissions for promoting Moduly are as follows:

(a) General Affiliate:

15% Commission on MSRP sales of Moduly Nødz*
$400 Commission on Leasing Program

(b) Qualified Affiliate:

20% Commission on MSRP sales of Moduly Nødz*
$500 Commission on Leasing Program
Tier-2 Affiliate bonus is only applicable for Qualified Affiliates that their Affiliate has done a Sale shall receive a bonus of 5% Commision on MSRP sales of Moduly Nødz and $100 Commission on Leasing Program

*Initial approval into the Moduly’ Affiliate Program grants you access to promote Moduly. As a General Affiliate, You will receive a 15% Commission on sales linked to your Affiliate ID. “Qualified Affiliate” status is only for those affiliates of Moduly who have been preselected by Moduly, have actively promoted Moduly, and opted in as a Qualified Affiliate. The determination of whether an affiliate has met the requirements to be a “Qualified Affiliate” is at the sole and exclusive discretion of Moduly.

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commissions must equal or exceed One Hundred and 00/100 Dollars ($100.00) (USD) before You receive a payment from Moduly.

If Your combined Commissions in a 120-day period do not exceed $100.00 (USD) Your Commissions will not be paid and will be forfeited by You to Moduly without any further action being required.

Once a Commission of $100 (USD) or more is earned, You are required to register with our third-party payment provider to receive payment of Commissions. This means You are authorizing third party companies to contact You. Before You can be paid any Commissions, You must provide Moduly a completed W-8 or W-9 tax form, as instructed by Moduly, as well as any supporting documentation requested by Moduly or its third-party payment provider.

You will be deemed to have permanently waived and forfeited all rights to Commissions that were earned more than 120 days before submitting a completed W-8 or W-9 tax form or any ancillary supporting documentation that is requested to confirm the information on your tax form. If You are not a resident of the United States, Moduly may withhold tax (including without limitation VAT) where required by applicable law.

You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open a Moduly account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions or any other compensation. Affiliates may not pay for another person’s or entity’s account.

Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales. Furthermore, You are not permitted to have more than one (1) Moduly Affiliate account (including all such business entities of Yours, subsidiaries, or other affiliated businesses of Yours). If You are found to have more than one (1) Moduly Affiliate account, Your accounts will be terminated and all Commissions pending payout will be immediately forfeited by You to Moduly.

Commissions are paid only for transactions that actually occur between Moduly and a Sale and in which payment is received by Moduly. If payment for a Sold Account later results in a refund or chargeback, and if a Commission was paid to You for that Sold Account payment, then the Commission will be deducted from Your future Commissions.

If Moduly determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be earned by You or paid by Moduly for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions, and Moduly may terminate this Agreement immediately, without notice, and without Moduly having any liability to You.

SECTION 5 - TERM AND TERMINATION

The term of this Agreement will begin the earlier of (i) when You click “I accept the Terms and Conditions” and submit; or (ii) Your participation in the Affiliate program is approved. Your participation in the Moduly Affiliate program will continue month-to-month until terminated.

Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Moduly or otherwise, Moduly may take any action that it deems necessary, including without limitation to terminating the Agreement or suspending Your access to the Affiliate website (“Website”) at any time without notice to You. In addition, if, based on our data, you have a dispute rate greater than 2%, we may terminate this Agreement or suspend your access to the Website at any time without notice to You.

In such instances as described above, and in our sole discretion, we may terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement.

See Appendix A, Section 2, Disclosure. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions and any other payments owed to You or that may in the future be owed to You without any further liability by Moduly to You. This Agreement will terminate automatically if You earn no (zero) Commissions over a 6 month period.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Moduly account.

SECTION 6 - ADDITIONAL REPRESENTATIONS AND WARRANTIES

Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws.

If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Moduly of the same within 24 hours. Moduly, in its sole and exclusive discretion, may immediately terminate Your participation in Moduly’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

SECTION 7 - ENTIRE AGREEMENT

This Agreement, Appendix A below, along with Moduly’ standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate. In the event of a direct conflict between the Terms of Service and this Agreement, this Agreement shall govern.

Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules These Advertising Rules apply to all activities of Affiliate:

1. General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC.

Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by Moduly that are inconsistent with, or beyond the scope of marketing materials produced and made available by Moduly on Moduly website, moduly.io.

Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device.

Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement.

Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, website tools and, information about Moduly product or platforms, or any other material for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect.

Moduly retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws (but Moduly shall not be required to advise Affiliates on such matters).

2. Disclosure. On any website that Affiliate advertises any Moduly service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as:

Disclosure: I am an independent Moduly Affiliate, not an employee. I receive referral payments from Moduly. The opinions expressed here are my own and are not official statements of Moduly or its parent company, Disanko Inc.

3. Non-Disparagement. Affiliate is not permitted to comment negatively about or disparage the products, affiliates, or services of Moduly or any other person or entity, including without limitation the products or services of a Moduly competitor.

Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Moduly, any brand name of Moduly, or based on the trademarks or brand name of any competitor of Moduly, or any other third party. Affiliate shall not direct link to a Moduly’ sales page from any paid advertising.

4. Social Media. If Affiliate advertises on social media, then each post must comply with all of the following:

Each post must contain @Moduly or #Moduly.
Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button.
Each Facebook or Instagram post must use the platform’s “Paid Partnership” tool.
Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right hand portion of the video.

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.

5. Income and Business Opportunity Claims. Affiliates are expressly prohibited from making any claims that use of Moduly will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using Moduly or as an Affiliate, the following guidelines must be adhered to:

(a) Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and

(b) Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.”

Affiliate is also expressly prohibited from making any express or implied claims that Moduly is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

6. Moduly’ Trademarks. No logo, tagline, trademark, trade name, or trade dress (collectively, the “Moduly Trademarks”) owned by Moduly may be used, copied, or reproduced by any Affiliate except as set forth below. No Moduly intellectual property (or any mark confusingly similar to any Moduly intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.

Subject to the restrictions below, approved Affiliates are granted a limited, revocable, non-transferrable, and non-assignable license to use the “Moduly™” trademark, to advertise Moduly online. Any time Affiliate uses the word “Moduly” it must be immediately followed by “™”. Affiliate may not use “Moduly” or other Moduly’ trademarks as part of any URL, domain or website name.

Moduly retains exclusive ownership of all Moduly’ Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Moduly’ intellectual property.

7. Complaint Notification. Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to compliance@moduly.io.

8. Independent Contractor. Affiliates are independent contractors of Moduly. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Moduly and You by virtue of this Agreement.

You have no right to act on behalf of or bind Moduly in any way, nor share in the profits or losses of Moduly. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.

9. NO WARRANTY; NO LEADS. Moduly does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Moduly will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

10. LIMITATION OF LIABILITY. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL MODULY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER Moduly HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

IN NO EVENT SHALL MODULY’ LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF TWO-THOUSAND DOLLARS ($2,000).

11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW. As explained in Moduly’ Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof.

The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “MODULY’ ADDITIONAL REMEDIES,” and “GOVERNING LAW” are expressly incorporated herein by reference. Please review the Terms of Service for more information.

12. Indemnity. You agree to protect, defend, indemnify and hold harmless Moduly, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third party claim against Moduly for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.

13. Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.

14. Modification/Amendments. This Agreement and Moduly’ standard Terms of Service may be modified by Moduly at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email, or are posted in the affiliate center.

No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Moduly. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.