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WorkPaper Affiliate Agreement

Seattle Program and Process LLC dba Affiliate Program Agreement
Last Feb 4 2024

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us (“WorkPaper”). It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “legalese,” but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“WorkPaper Affiliate” means a company owned, operated, or controlled by WorkPaper.

“Affiliate Program” means our affiliate program as described in this Agreement.

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

“Agreement” means this Affiliate Program Agreement and all materials referred or linked to herein.

“Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.

“Customer” means the authorized actual user of the WorkPaper Products who has purchased or signed up for the WorkPaper products after being an Affiliate Lead.

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

“Customer Data” means all information that Customer submits or collects via the WorkPaper Products and all materials that Customer provides or posts, uploads, inputs, or submits for public display through the WorkPaper Products.

“WorkPaper Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“WorkPaper Products” means both the Subscription Service and Other Products.

“Program Policies Page” means the landing page: https://www.workpaper.app/partners/affiliates/program-policies, where we will provide all the up-to-date guidelines and policies for the Affiliate Program.

“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support, or other professional services, or fees for third-party products or services.

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

“We”, “us”, “our”, and “WorkPaper” means Seattle Program and Process LLC dba WorkPaper and WorkPaper.app

“You” and “Affiliate” means the party, other than WorkPaper, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not establish an exclusive arrangement between you and WorkPaper. Both you and WorkPaper have the right to recommend similar products and services from third parties and collaborate with other parties in the design, sale, installation, implementation, and use of similar third-party services and products.

Affiliate Acceptance

Upon completing an application to become an Affiliate, your application will undergo review, and you will receive notification of your acceptance or rejection to participate in the Affiliate Program. Before accepting an application, we may need to discuss it with you and request additional information. There may also be certain requirements or certifications you must fulfill before we approve your application. If you do not receive notification of acceptance into the Affiliate Program within thirty (30) days from the date of your application, your application will be considered rejected.

If your application is accepted for participation in the Affiliate Program, the terms and conditions of this Agreement will be in full force and effect upon notification of acceptance, unless terminated as specified below. Additionally, you must fulfill any enrollment criteria outlined in the Program Policies Page, if applicable. Failure to meet these criteria within thirty (30) days of acceptance will lead to immediate termination of this Agreement, and you will no longer be eligible to participate in the Affiliate Program.

Please note that acceptance and participation in the Affiliate Program do not guarantee acceptance into any of our WorkPaper Partner Programs, including our Solutions Partner Program or our App Partner Program. To participate in these programs, you must follow the relevant application procedure.

You are required to adhere to the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions

WorkPaper Affiliate Program Limits: Each accepted Affiliate Lead will have an expiration date as indicated in the Affiliate Tool (or, if applicable, in the Program Policies) starting from the date the Affiliate Lead clicked on the Affiliate Link provided by you. We will compensate you with Commission, as outlined in the Affiliate Tool (or, if applicable, in the Program Policies), for each new Customer who completes a relevant Customer Transaction after clicking on an Affiliate Lead provided by you, provided that you remain eligible to receive Commission in accordance with the terms of this Agreement. The commencement of the Customer’s subscription is determined by the date of their first purchase or signup (as applicable) for the Subscription Service, and you will receive a Commission payment solely for that specific Customer Transaction, regardless of any subsequent purchases made by that customer during their Subscription Service. For instance, if the initial Customer Transaction is for one user of WorkPaper Sales Hub Professional, and the same customer makes an additional purchase of a user for the same subscription, you will receive Commission solely for the initial user purchase. You will not be entitled to receive Commission for any additional purchases of WorkPaper Products made by the same Customer.

Eligibility: To be eligible for Commission, (i) an Affiliate Lead must be accepted and valid as per the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, and (iii) a Customer must remain a customer during the lock-in period specified in the Affiliate Tool (or, if applicable, in the Program Policies). You are ineligible to receive Commission or any other compensation from us based on transactions for Other Products if: (i) such compensation is prohibited or restricted by federal, state, or local laws or regulations in the United States or your jurisdiction; (ii) the relevant Customer objects to or prohibits such compensation or excludes it from their payments to us or WorkPaper Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been acquired through fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies provided by us, misuse of the Affiliate Tool, or through any other means that we consider a breach of the spirit of the Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program, or Sales Solutions Partner Program, and is eligible to receive commission for the Customer Transaction under any of these programs. If you are eligible to receive a revenue share payment or commission under another Program at WorkPaper, that payment amount will not be affected by your participation in the Affiliate Program. For example, you will not receive the Commission specified in this Agreement for any Partner Transaction completed while participating as a partner in the Solutions Partner Program (as defined in the Solutions Partner Program Agreement). In competitive scenarios involving other affiliates, we may choose to award the Commission to the affiliate we consider most eligible, at our discretion. We reserve the right to cease Commission payments if any of the eligibility criteria outlined in this subsection cease to be met at any time.

Customer Transactions

WorkPaper Affiliate Program Limits: Each accepted Affiliate Lead will have an expiration date as indicated in the Affiliate Tool (or, if applicable, in the Program Policies) starting from the date the Affiliate Lead clicked on the Affiliate Link provided by you. We will compensate you with Commission, as outlined in the Affiliate Tool (or, if applicable, in the Program Policies), for each new Customer who completes a relevant Customer Transaction after clicking on an Affiliate Lead provided by you, provided that you remain eligible to receive Commission in accordance with the terms of this Agreement. The commencement of the Customer’s subscription is determined by the date of their first purchase or signup (as applicable) for the Subscription Service, and you will receive a Commission payment solely for that specific Customer Transaction, regardless of any subsequent purchases made by that customer during their Subscription Service. For instance, if the initial Customer Transaction is for one user of WorkPaper Sales Hub Professional, and the same customer makes an additional purchase of a user for the same subscription, you will receive Commission solely for the initial user purchase. You will not be entitled to receive Commission for any additional purchases of WorkPaper Products made by the same Customer.

Eligibility: To be eligible for Commission, (i) an Affiliate Lead must be accepted and valid as per the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, and (iii) a Customer must remain a customer during the lock-in period specified in the Affiliate Tool (or, if applicable, in the Program Policies). You are ineligible to receive Commission or any other compensation from us based on transactions for Other Products if: (i) such compensation is prohibited or restricted by federal, state, or local laws or regulations in the United States or your jurisdiction; (ii) the relevant Customer objects to or prohibits such compensation or excludes it from their payments to us or WorkPaper Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been acquired through fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies provided by us, misuse of the Affiliate Tool, or through any other means that we consider a breach of the spirit of the Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program, or Sales Solutions Partner Program, and is eligible to receive commission for the Customer Transaction under any of these programs. If you are eligible to receive a revenue share payment or commission under another Program at WorkPaper, that payment amount will not be affected by your participation in the Affiliate Program. For example, you will not receive the Commission specified in this Agreement for any Partner Transaction completed while participating as a partner in the Solutions Partner Program (as defined in the Solutions Partner Program Agreement). In competitive scenarios involving other affiliates, we may choose to award the Commission to the affiliate we consider most eligible, at our discretion. We reserve the right to cease Commission payments if any of the eligibility criteria outlined in this subsection cease to be met at any time.

Commission Payment: The currency in which we pay the Commission and the applicable conversion rate will be determined by us or the Affiliate Tool. We will not issue more than one Commission payment or any similar referral fee for a single Customer Transaction, unless we choose to do so at our discretion.

Taxes: You are responsible for the payment of all taxes and fees, including bank fees, related to the Commission. Any amounts owed by you to us may be offset against amounts payable by us to you.

Commission Amounts: We retain the right to modify or adjust the Commission amount as specified in the Affiliate Tool.

Training and Support

As part of our Affiliate Program, we may provide various webinars and resources to you at no cost. If such resources are made available to you, you should encourage your sales representatives and relevant personnel to participate in training and certifications as recommended by us and as periodically offered. We may modify or discontinue any or all aspects of the Affiliate Program’s benefits and offerings at our discretion without prior notice.

Trademarks

You grant us a nonexclusive, nontransferable, royalty-free right to utilize and display your trademarks, service marks, and logos (referred to as “Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

Throughout the term of this Agreement, if we make our trademark accessible to you within the Affiliate Tool, you may use our trademark provided you adhere to the usage requirements outlined in this section. Specifically, you must: (i) use only the trademark images provided by us without any alterations; (ii) employ our trademarks solely in connection with the Affiliate Program and this Agreement; (iii) adhere to our vendor kit and Trademark Usage Guidelines; and (iv) promptly cease usage if we request discontinuation. You must refrain from: (i) using our trademark in a misleading or disparaging manner; (ii) employing our trademark in a manner that implies our endorsement, sponsorship, or approval of your services or products; or (iii) using our trademark in violation of applicable laws or in connection with obscene, indecent, or unlawful subject matter or materials.

Proprietary Rights

WorkPaper’s Proprietary Rights: This Agreement does not grant any license to any software. WorkPaper Products are safeguarded by intellectual property laws and are the exclusive property of us or our licensors (if any). We maintain complete ownership rights over WorkPaper Products. You are prohibited from copying, renting, leasing, selling, distributing, or creating derivative works based on WorkPaper Content or WorkPaper Products, whether in whole or in part, through any means, unless expressly authorized in writing by us. If you intend to use WorkPaper Content, you must adhere to our Content Usage Guidelines found here. WorkPaper, the WorkPaper logos, and other marks used periodically are our trademarks, and you may not use them without our prior written consent, except as otherwise specified in this Agreement.

We encourage all customers, affiliates, and partners to provide feedback on WorkPaper Products, offer suggestions for improvement, and vote on suggestions they find appealing. You acknowledge that all such comments and suggestions are non-confidential, and we possess all rights to utilize and incorporate them into WorkPaper Products without the need for compensation to you.

Customer’s Proprietary Rights: Between you and the Customer, the Customer retains the right to access and use the Customer portal associated with WorkPaper Products. To be clear, the Customer will own and maintain all rights to Customer Data.

Confidentiality

In this context, “Confidential Information” refers to all confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether communicated orally or in writing, and whether explicitly labeled as confidential. It also encompasses WorkPaper customer and prospect information, even if not explicitly marked as confidential. Confidential Information does not include any information that (i) becomes publicly known without violating any obligations to the Disclosing Party, or (ii) was already known to the Receiving Party prior to the Disclosing Party’s disclosure without any obligation breach. The Receiving Party agrees to: (i) maintain the confidentiality of the Disclosing Party’s Confidential Information using the same level of care as it employs for its own confidential information, but in no case less than reasonable care, (ii) refrain from utilizing any Confidential Information of the Disclosing Party for purposes beyond the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) restrict access to the Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may reveal the Disclosing Party’s Confidential Information if compelled to do so under applicable federal, state, or local laws, regulations, statutes, legal processes, or subpoenas.

Opt-Out and Unsubscribing

You will promptly adhere to all opt-out, unsubscribe, “do not call,” and “do not send” requests. Throughout the term of this Agreement, you will establish and uphold systems and procedures to effectively process all opt-out, unsubscribe, “do not call,” and “do not send” requests.

Term and Termination

Term: This Agreement remains in effect for as long as you are an active participant in the WorkPaper Affiliate Program, unless terminated.

Termination Without Cause: Either you or we may terminate this Agreement with written notice of fifteen (15) days to the other party.

Termination Due to Agreement Changes: In the event that we update or replace the terms of this Agreement, you have the option to terminate this Agreement by providing us with written notice within five (5) days of the change, as long as you notify us within ten (10) days after receiving notice of the change.

Termination for Cause: We have the right to terminate this Agreement under the following circumstances: (i) after giving you thirty (30) days’ notice of a material breach if such breach remains unremedied at the end of that period, (ii) after providing you with fifteen (15) days’ notice of non-payment of any owed amount if the payment remains outstanding at the end of that period, (iii) immediately, if you are subject to a bankruptcy petition or any other insolvency, receivership, liquidation, or assignment for the benefit of creditors proceeding, (iv) immediately, if you violate the terms related to your subscription with us (if applicable), including defaulting on payment obligations to us or our affiliate, or (v) immediately, if we determine that your actions, or past actions, have or may have a detrimental impact on us, our prospects, or our customers.

Effects of Expiration/Termination: The expiration or termination of this Agreement under the following circumstances: (i) without cause by us, (ii) with cause by you, (iii) as per the ‘Termination Due to Agreement Changes’ section, will not affect our obligation to pay you Commission, provided that the related payment for the Customer Transaction is acknowledged by us within thirty (30) days from the date of termination or expiration. However, you will not be entitled to Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not compensate you for fees on Customer Transactions acknowledged by us more than thirty (30) days after termination or expiration as specified above. In the case of termination without cause by you or for cause by us, your right to receive any Commission and our obligation to pay it will cease upon the termination date, regardless of any prior eligibility for Commission. Except as explicitly stated in this section, you are not entitled to Commission after the expiration or termination of this Agreement. Upon termination or expiration, you must cease all use of and delete the Affiliate Tool provided to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead will no longer be considered valid, and we may choose to retain it in our database and engage with the prospect accordingly.

Upon termination or expiration, you must immediately cease all use of our trademark and remove all references to this Affiliate Program from your website(s) and other materials. Importantly, the termination or expiration of this Agreement does not result in the termination of a Customer’s subscription agreement.

Affiliate Representations and Warranties

You affirm and warrant that: (i) you possess all necessary rights and permissions to participate in the WorkPaper Affiliate Program and to provide WorkPaper with Affiliate Leads for our utilization in sales and marketing endeavors or as otherwise specified in this Agreement, (ii) your involvement in this Affiliate Program will not contravene any of your existing agreements or arrangements, and (iii) you either own or hold adequate rights to use and grant us the right to use the Affiliate Marks.

Additionally, you declare and assure that: (i) you will ensure your compliance with any trade or regulatory requirements applicable to your participation in the Affiliate Program (for instance, by clearly indicating your status as a WorkPaper Affiliate on any websites you own where you make an Affiliate Link available), (ii) you will accurately provide all websites and domains you own in the Affiliate Tool where you intend to utilize Affiliate Links to generate Affiliate Leads, (iii) you will refrain from purchasing ads that direct to your site(s) or through an Affiliate Link that might be deemed competitive with WorkPaper’s advertising efforts, including but not limited to our branded keywords, (iv) you will not engage in cookie stuffing or pop-ups, and false or misleading links are strictly prohibited, (v) you will not attempt to obscure the referring URL information, (vi) you will not use your own Affiliate Link to purchase WorkPaper products for personal use, and (vii) you will abstain from employing mechanisms to deliver leads other than to intended consumers. This includes acquiring leads through compilations of personal data such as phonebooks, using deceptive redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or sign-ups.

Indemnification

At your own expense, you will indemnify, defend, and protect us against any third-party claims, lawsuits, actions, or proceedings (each referred to as an “Action”) initiated against us (including our officers, directors, employees, agents, service providers, licensors, and affiliates) by an unaffiliated third party, to the extent that such Action arises from or is based on (a) your participation in the Affiliate Program, (b) our utilization of the prospect data you furnished us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our utilization of the Affiliate Marks. We will: promptly notify you in writing within thirty (30) days of our awareness of any such claim, provide you with sole control over the defense or settlement of the claim, and supply you (at your expense) with any and all information and assistance reasonably requested by you for managing the defense or settlement of the claim. You shall not accept any settlement that (i) imposes obligations on us, (ii) necessitates us to admit guilt, or (iii) imposes liability not covered by these indemnifications or imposes restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties: WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE WORKPAPER PRODUCTS, WORKPAPER CONTENT, THE AFFILIATE PROGRAM, OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE ACCESSIBLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE WORKPAPER PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, IN RELATION TO THE WORKPAPER PRODUCTS AND THE AFFILIATE TOOL.

No Indirect Damages: TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability: IF, DESPITE THE OTHER TERMS OF THIS AGREEMENT, WE ARE FOUND TO HAVE ANY LIABILITY TOWARD YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR TOTAL LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS THAT YOU HAVE ACTUALLY EARNED FOR THE ASSOCIATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO A CLAIM.

Affiliate Tool: WE DISCLAIM ALL LIABILITY REGARDING THE USE OF THE AFFILIATE TOOL BY YOU. WE DO NOT GUARANTEE THE AVAILABILITY OF THE AFFILIATE TOOL TO YOU, AND OUR DECISION TO PROVIDE OR NOT PROVIDE IT IS AT OUR DISCRETION.

Cookie Duration: COOKIES UTILIZED AS PART OF THE AFFILIATE TOOL HAVE A SPECIFIC DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, WORKPAPER SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MIGHT HAVE BEEN OWED TO YOU.

General

Amendment; No Waiver: We may revise and modify any part or all of this Agreement, including complete replacement. If we make updates or changes to this Agreement, the revised Agreement will be accessible to you through the Affiliate Tool and/or by email. The revised Agreement will be effective and binding on the next business day following our notification via the Affiliate Tool or email. The “Last Modified” date above will reflect the date of the most recent version at https://legal.workpaper.app/affiliate-program-agreement when we make changes to this Agreement. We recommend that you periodically review this Agreement. If you disagree with the updates, changes, or replacement, you have the option to terminate the Agreement as described above. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not constitute a waiver of any right or remedy on any future occasion.

Applicable Law: This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws provisions. If either of us initiates legal action related to this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction for such action will be in the state and federal courts located in Boston, Massachusetts.

Force Majeure: Neither party will be held responsible for a failure or delay in performance due to the following: acts of war, hostility, or sabotage; acts of God; electrical, internet, or telecommunication outages not caused by the obligated party; government restrictions; or other events beyond the reasonable control of the obligated party. Each party will make reasonable efforts to minimize the impact of a force majeure event.

Actions Permitted: Except for actions related to nonpayment or breaches of proprietary rights, no legal action arising from or related to this Agreement may be initiated by either party more than one (1) year after the cause of action first arose.

Relationship of the Parties: Both you and we agree that this Agreement does not establish a joint venture, partnership, employment, or agency relationship between you and us.

Compliance with Applicable Laws: You are required to adhere to all relevant foreign and domestic laws, including export laws and regulations, and laws governing the sending of unsolicited emails, along with governmental rules, ordinances, and judicial administrative orders. You shall also ensure that any third parties conducting sales or referral activities on your behalf comply with these laws. Engaging in deceptive, misleading, illegal, or unethical marketing activities, or activities that could harm us, our customers, or the public, is strictly prohibited. Export laws and regulations of the United States, as well as any pertinent local export laws and regulations, may apply to WorkPaper Products. You shall also adhere to the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. Under no circumstances shall you directly or indirectly export, re-export, or transfer WorkPaper Products to restricted countries or individuals, or allow their use by such parties.

Severability: If any portion of this Agreement is deemed invalid or unenforceable in accordance with applicable law, the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that best aligns with the original provision’s intent. The rest of this Agreement shall remain in full force and effect.

Notices: Any notices will be sent to the contact addresses specified herein (which may be updated by providing notice to the other party) and shall be considered delivered upon actual receipt.

To Seattle Program and Process LLC , dba WorkPaper and WorkPaper.app
300 Lenora Street #906 Seattle WA 98121 and at affiliates@workpaper.app

We may send electronic notices specific to you via email to the email addresses listed in our account information for you. We may also give notice via telephone calls to the phone numbers provided in our account information for you.

Entire Agreement: This Agreement constitutes the entire understanding between us regarding the Affiliate Program, and it supersedes all other proposals and agreements, whether electronic, oral, or written, between us. Any additional or different terms proposed by you, including those in your purchase order, acceptance, or website, are rejected and not accepted by us. Our obligations are not contingent on the delivery of any future functionality or features of the WorkPaper Products, nor do they depend on any oral or written public statements made by us concerning future functionality or features of the WorkPaper Products. Both you and we expressly wish for this Agreement and all related documents to be drafted in English. While we may provide versions of this Agreement in languages other than English, the English version of this Agreement shall govern our relationship, and the translated version is provided solely for convenience and shall not be construed to modify the English version of this Agreement.

Assignment: You are not permitted to assign or transfer this Agreement, whether through merger, reorganization, sale of assets, change of control, or operation of law, without obtaining our prior written consent. We retain the right to assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

No Third-Party Beneficiaries: This Agreement does not intend to or shall not, whether explicitly or implicitly, confer upon any individual or entity (except the parties to this Agreement) any rights, benefits, or remedies under or because of this Agreement.

Program Policies Page: The Program Policies may undergo changes periodically. Your participation in the Affiliate Program is subject to compliance with the Program Policies, which are integrated herein by reference.

No Licenses: We grant you exclusively the rights and licenses expressly specified in this Agreement. No other rights or licenses concerning us, the WorkPaper Products, our trademarks, or any other property or rights owned by us are granted to you.

Sales by WorkPaper: This Agreement in no way restricts our ability to directly or indirectly sell the WorkPaper Products to current or potential customers.

Authority: Both parties affirm and assure the other that they possess the full authority and power to enter into this Agreement, and this Agreement is legally binding and enforceable as per its terms.

Survival: The following sections shall remain in effect after the termination or expiration of this Agreement: ‘Commission and Payment,’ ‘Proprietary Rights,’ ‘Confidentiality,’ ‘Effects of Termination/Expiration,’ ‘Indemnification,’ ‘Disclaimers; Limitation of Liability,’ ‘Non-Solicitation,’ and ‘General.’

Data Processing and Protection: The parties acknowledge that, in connection with the Affiliate Program, each party may provide or make accessible Personal Data to the other party. In instances where Personal Data is processed concerning the Project, the terms outlined in the WorkPaper privacy policy https://workpaper.app/privacy-policy/, which are hereby included by reference, shall be applicable. Each party will process the copy of the Personal Data under its control or in its possession: (i) in accordance with the WorkPaper privacy policy, (ii) as an independent controller (not jointly with the other party), (iii) for the purposes specified in this Agreement, and/or (iv) as otherwise permitted by Applicable Data Protection Law. For clarity and without affecting the above, WorkPaper shall be an independent controller of any Personal Data it receives or shares with the Affiliate.