AFFILIATE POLICY

Last updated: September 21^St, 2022

 When you register to become an Affiliate or participate in any Affiliate Program activity, you agree to be bound by the following Affiliate Program Policy (the “Policy”). This Policy governs between you, as an Affiliate (“You” or “Affiliate”), and PAYROLL GOLDEN SOLUTIONS. Each of the Affiliates and coaches may be referred to as a “Party” and together as the “Parties”.

You may review the current version of the Policy at any time on our website. We reserve the right to update and change the Policy by posting. If a significant change is made, we will send you reasonable notice by email. You are encouraged to check the Policy from time to time for updates or changes that may affect you. Any reference to the Policy includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Affiliate Program, you agree to all of the terms and conditions contained in this Policy and the other PAYROLL GOLDEN SOLUTIONS policies, including, without limitation, the Privacy Policy and Terms of Service (collectively, “PAYROLL GOLDEN SOLUTIONS Policies”). All other policies and terms are part of the agreement between the Parties and are incorporated by reference.

1. Responsibilities of Affiliates

1.1. Marketing Activities

Affiliate shall bear all costs and expenses related to the marketing or promotion of Affiliate or Affiliate’s products or services associated with Affiliate’s participation in the Affiliate Program (collectively, “Affiliate Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined.

In no event shall Affiliate engage in any Affiliate Marketing Activities, except as expressly set forth in this Policy. In conducting all Affiliate Marketing Activities, Affiliate will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spam.”

Without limiting the generality of Section 1.1.2, Affiliate (i) will not send any related email to any person or entity that has not requested such information; (ii) always include Affiliate’s contact information and “unsubscribe” information in any related email; and (iii) does not imply that such emails are sent on behalf of PAYROLL GOLDEN SOLUTIONS.

An Affiliate will not (i) engage in any facsimile, broadcast, telemarketing or any other offline marketing method with respect to PAYROLL GOLDEN SOLUTIONS; (ii) use malware, spyware or any other aggressive advertising or marketing method in any of its transactions relating to PAYROLL GOLDEN SOLUTIONS; (iii) make false, misleading or disparaging representations or statements regarding PAYROLL GOLDEN SOLUTIONS; (iv) solicit any of PAYROLL GOLDEN SOLUTIONS’s customers to leave PAYROLL GOLDEN SOLUTIONS; (v) copy, resemble or mirror the appearance of PAYROLL GOLDEN SOLUTIONS’s websites, the PAYROLL GOLDEN SOLUTIONS Trademarks (as defined below) or PAYROLL GOLDEN SOLUTIONS’s services or otherwise misrepresent Affiliate’s affiliation with PAYROLL GOLDEN SOLUTIONS; or (vi) engage in any other practice that may adversely affect PAYROLL GOLDEN SOLUTIONS’s credibility or reputation, which includes, but is not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to PAYROLL GOLDEN SOLUTIONS or Affiliate’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, national origin, disability, sexual orientation or age, or any illegal or objectionable activity; or (c) violates any intellectual property or other proprietary rights of a third party; or (d) violates the PAYROLL GOLDEN SOLUTIONS Terms of Service.

All marketing or advertising communication by Affiliate of any PAYROLL GOLDEN SOLUTIONS service or opportunity must be truthful and accurate. Claims relating to any PAYROLL GOLDEN SOLUTIONS service or opportunity that are false or fraudulent are strictly prohibited. You may not claim that any government, person or entity endorses or supports PAYROLL GOLDEN SOLUTIONS. You may not use the intellectual property of any other person or entity to advertise any PAYROLL GOLDEN SOLUTIONS service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Policy, Partner shall perform its obligations under this Policy to the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.3 Unauthorized and Prohibited Activities.

Affiliate will not promote or advertise PAYROLL GOLDEN SOLUTIONS services on coupon, deal or discount sites or other incentivized sites, or display any offer code on a public page or through the use of a “click-to-display”.

Affiliate will not use its links directly in any pay-per-click advertising;

Affiliate will not purchase search engine keywords or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the PAYROLL GOLDEN SOLUTIONS Trademarks (as defined below) or any variation or misspelling thereof that may be deceptively or confusingly similar to the PAYROLL GOLDEN SOLUTIONS Trademarks.

Affiliate will not create or participate in third party networks or sub-affiliate networks without the express written permission of PAYROLL GOLDEN SOLUTIONS.

Affiliate will not use or encourage any means to deliver fraudulent traffic, including, but not limited to, the use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.

Affiliate shall not use direct links to any page on any PAYROLL GOLDEN SOLUTIONS website without the prior written permission of PAYROLL GOLDEN SOLUTIONS.

Partner will not mask its referral sites or use misleading redirect links.

Affiliate will not disparage the products or services of any other person or entity, including, without limitation, the products or services of a competitor of PAYROLL GOLDEN SOLUTIONS or any other customer or Affiliate of PAYROLL GOLDEN SOLUTIONS, or PAYROLL GOLDEN SOLUTIONS itself.

1.4. Guidelines

These guidelines are intended to increase transparency between endorsers and consumers. As a member of the Affiliate program with PAYROLL GOLDEN SOLUTIONS, the Affiliate receives compensation for referrals made to PAYROLL GOLDEN SOLUTIONS. This may establish a “material connection” of PAYROLL GOLDEN SOLUTIONS to the applicable rules, which creates an obligation for the Affiliate to provide information to consumers.

Full compliance with these guidelines requires, among other things, that (a) Affiliate clearly and conspicuously discloses that Affiliate is being compensated for referring clients to PAYROLL GOLDEN SOLUTIONS; and (b) Affiliate does not engage in misleading or deceptive advertising.

1.5. Other Affiliate Terms

Affiliate must have an active PAYROLL GOLDEN SOLUTIONS customer account.

If Affiliate is an individual, you must be at least (i) 18 years of age; or (ii) at least the age of majority in the jurisdiction where you reside and from which you conduct Affiliate’s business.

You confirm that you become an Affiliate for the purpose of conducting a business and not for any personal, domestic or family purposes.

To become an Affiliate, Affiliate must create an Affiliate Account by providing all of the information indicated as required. PAYROLL GOLDEN SOLUTIONS may reject an Affiliate Account application for any reason, at its sole discretion. Partner acknowledges that PAYROLL GOLDEN SOLUTIONS will use the email address provided by Partner as its primary method of communication. You are responsible for maintaining the security of your Affiliate account password. PAYROLL GOLDEN SOLUTIONS cannot and will not be liable for any loss or damage arising from Affiliate’s failure to maintain the security of the Affiliate Account and password.

Partner acknowledges and agrees that Partner shall be responsible for the performance of all of its obligations under the Policy, regardless of whether it sublicenses or subcontracts such obligations to a third party, including, and without limitation, Affiliate’s affiliates or subsidiaries.

Partner will promptly inform PAYROLL GOLDEN SOLUTIONS of any information known to Partner that could reasonably lead to a claim, demand or liability by or against PAYROLL GOLDEN SOLUTIONS by a third party.

Affiliate acknowledges and agrees that PAYROLL GOLDEN SOLUTIONS may modify this Policy at any time by posting the amended and updated Affiliate Program Policy on the PAYROLL GOLDEN SOLUTIONS website, and such modifications to the Policy are effective as of the date of posting. If a significant change is made, PAYROLL GOLDEN SOLUTIONS will provide reasonable notice by email. Continued use of the website constitutes acceptance of the Affiliate’s Policy and its posted modifications. If Affiliate does not agree to the changes to the Policy, Affiliate must terminate the Policy by discontinuing participation in the PAYROLL GOLDEN SOLUTIONS Affiliate Program.

Affiliate acknowledges and agrees that Affiliate’s participation in the PAYROLL GOLDEN SOLUTIONS Affiliate Program, including information transmitted to or stored by PAYROLL GOLDEN SOLUTIONS, is governed by the PAYROLL GOLDEN SOLUTIONS Privacy Policy.

If the Affiliate’s recruiting efforts include claims related to the potential income an PAYROLL GOLDEN SOLUTIONS client may generate, or if you reference income you have earned, or if you reference any lifestyle opportunities you have because of PAYROLL GOLDEN SOLUTIONS, the following guidelines must be met: (a) Your statements must be completely truthful and accurate and supported by evidence; (b) if you use a hypothetical scenario, you must clearly label it as a hypothetical scenario.

2. Benchmark Fees

2.1. Payment of Fees

Once accepted into the Affiliate Program, you will be assigned one or more unique Affiliate URL(s) that you will use to advertise PAYROLL GOLDEN SOLUTIONS’s services. When another person (a “Prospect”) clicks on that URL, a cookie (or similar tracking technology (“Cookie”)) will be set on the Prospect’s browser. When a Prospect creates a PAYROLL GOLDEN SOLUTIONS account using your Affiliate’s URL, the Cookie on the Prospect’s browser, corresponding to your unique URL, records a “Sale”, and each such account is a “Sold Account”. In the event a Prospect has multiple Affiliate Cookies, the most recently acquired Cookie will determine which Affiliate is credited with a Sale.

Subject to Affiliate’s compliance with this Policy, you will be entitled to a referral fee for each Account sold that generates a monthly or annual payment from PAYROLL GOLDEN SOLUTIONS. The amount of the Referral Fee is a percentage of all fees received by PAYROLL GOLDEN SOLUTIONS for a sold Account (the “Referral Fees”) for as long as the referral PAYROLL GOLDEN SOLUTIONS Account is active. Payments of any Referral Fees will be made on the 30th day of each month following receipt of such payments by PAYROLL GOLDEN SOLUTIONS.

Referral Fees are paid only for transactions that actually occur between PAYROLL GOLDEN SOLUTIONS and a potential client. If the transaction does not actually take place, or if PAYROLL GOLDEN SOLUTIONS does not actually receive payment for a Sale, you will not be paid a Referral Fee for the transaction. If a referral is not linked or attached to Your Affiliate account within 30 days after such referral is subscribed to PAYROLL GOLDEN SOLUTIONS, such referral will not be considered Your Account sold and you will not be entitled to any Referral Fee from such sale. In order for an Account to link to Your Affiliate Account, a referral must use Your Affiliate link directly or contact info@prgoldensolutions.com within the first 30 days to request linking. If payment for a sold Account later results in a refund or chargeback, and if a Referral Fee was paid to you for payment of that sold Account, then the Referral Fee will be deducted from any future Referral Fee. If PAYROLL GOLDEN SOLUTIONS determines, in its reasonable discretion, that any Sale was made fraudulently or as a result of any violation of this Policy, in addition to PAYROLL GOLDEN SOLUTIONS pursuant to Section 3.1, no Referral Fees will be paid to you for such Sale, or if PAYROLL GOLDEN SOLUTIONS discovers such violation or fraud after payment, such amounts will be deducted from any future Referral Fees. A referral may request at any time to be removed from your Affiliate account and, upon such request, you will no longer be entitled to receive any Referral Fees for such referral.

2.2. Affiliate Representations; Taxes

Affiliate hereby represents and warrants to PAYROLL GOLDEN SOLUTIONS that you are engaged in an independent business enterprise and that you have complied with all business requirements necessary to operate Affiliate’s business, if applicable, such as licensing, tax and other business operation requirements.

You are responsible for any and all tax liabilities, including, without limitation, tax liabilities arising out of or relating in any way to the Referral Fees You receive from PAYROLL GOLDEN SOLUTIONS. Where PAYROLL GOLDEN SOLUTIONS is required to withhold taxes, PAYROLL GOLDEN SOLUTIONS will document such withholding.

2.3. Inventory Charge/Refunds

Partner will not be paid any referral fees for payments made to its own user account(s). You may not open a PAYROLL GOLDEN SOLUTIONS account in the name of another person or entity, or under a fictitious name. You may not open a PAYROLL GOLDEN SOLUTIONS account under any name simply for the purpose of obtaining referral fees or any other compensation, including but not limited to incentives or prizes that may be offered from time to time. You may not pay for another person’s account. Affiliate is not authorized to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Policy, and you agree to pay PAYROLL GOLDEN SOLUTIONS all Referral Fees earned as a result of such violation.

3. Termination

Termination

Unless otherwise specified in the Policy, either Party may terminate the Affiliate Program at any time, with or without cause, effective immediately upon notice to the other Party.

Fraudulent or other unacceptable behavior by Affiliate, including breach of any PAYROLL GOLDEN SOLUTIONS Policy, as determined by PAYROLL GOLDEN SOLUTIONS in its sole discretion, may result in PAYROLL GOLDEN SOLUTIONS taking one or more of the following actions: (a) termination of Your affiliation with PAYROLL GOLDEN SOLUTIONS in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Affiliate Program; and/or (c) termination of Your Affiliate account entirely without notice or recourse to You, in which case You will forfeit all referral fees owed to You, either as of the date of termination or accruing thereafter.

At any time your PAYROLL GOLDEN SOLUTIONS client account is terminated or suspended by either Party, Affiliate’s participation in the Affiliate Program will automatically terminate and Affiliate will no longer be entitled to any further Referral Fees. If Affiliate later activates a PAYROLL GOLDEN SOLUTIONS customer account, Affiliate will be entitled to apply to participate in the Affiliate Program and earn Referral Fees on any new Account sold. For clarity purposes, Affiliate will forfeit all Referral Fees on its Accounts sold prior to such termination.

3.2. Results of Termination

Upon termination of this Policy: (a) Affiliate will immediately cease displaying any PAYROLL GOLDEN SOLUTIONS Materials (as defined below) or any PAYROLL GOLDEN SOLUTIONS Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Affiliate under this Policy shall immediately cease, including, without limitation, Affiliate’s right to access the Affiliate Account and Affiliate Panel, or to receive payments of Referral Fees under this Policy, unless otherwise determined by PAYROLL GOLDEN SOLUTIONS in its sole discretion.

This Section 3.2 and the following Sections shall survive any termination or expiration of this Policy: Section 4.5 (PAYROLL GOLDEN SOLUTIONS’s Proprietary Rights), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), and Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provision of this Policy that by its nature is intended to survive termination shall survive termination.

4. Intellectual Property Rights

4.1. Materials

All PAYROLL GOLDEN SOLUTIONS Materials shall be created and provided exclusively by PAYROLL GOLDEN SOLUTIONS unless PAYROLL GOLDEN SOLUTIONS agrees otherwise in writing in advance. PAYROLL GOLDEN SOLUTIONS will provide Affiliate with copies of or access to the PAYROLL GOLDEN SOLUTIONS Materials. By using PAYROLL GOLDEN SOLUTIONS Materials, You signify your acceptance of our usage guidelines set forth in this Policy and understand that a violation of these guidelines or this Policy will result in termination of your license or permission to use PAYROLL GOLDEN SOLUTIONS Materials. PAYROLL GOLDEN SOLUTIONS Materials are provided “as is” and without warranty of any kind.

Affiliate may display PAYROLL GOLDEN SOLUTIONS Materials on its websites solely for the purpose of marketing and promoting PAYROLL GOLDEN SOLUTIONS and its services during the term of this Policy, or until such time as PAYROLL GOLDEN SOLUTIONS may, upon reasonable notice, direct Affiliate to cease displaying PAYROLL GOLDEN SOLUTIONS Materials. Affiliate may not alter, modify, adapt or translate the PAYROLL GOLDEN SOLUTIONS Materials without the prior written consent of PAYROLL GOLDEN SOLUTIONS. Nothing contained in the PAYROLL GOLDEN SOLUTIONS Materials shall in any way be deemed a representation or warranty by PAYROLL GOLDEN SOLUTIONS. The PAYROLL GOLDEN SOLUTIONS Materials shall at all times remain the sole and exclusive property of PAYROLL GOLDEN SOLUTIONS and no ownership rights shall at any time be granted to Affiliate, even in cases where PAYROLL GOLDEN SOLUTIONS has authorized Affiliate to make changes or modifications to the PAYROLL GOLDEN SOLUTIONS Materials.

“PAYROLL GOLDEN SOLUTIONS Materials” means any marketing or promotional materials related to PAYROLL GOLDEN SOLUTIONS or its platform or products, including, without limitation, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the PAYROLL GOLDEN SOLUTIONS Trademarks.

4.2. Trademarks

During the term of this Policy, PAYROLL GOLDEN SOLUTIONS grants Affiliate a limited, revocable, non-exclusive, non-sublicensable, non-sublicensable, non-transferable license to display the PAYROLL GOLDEN SOLUTIONS Trademarks for the sole purpose of marketing and promoting PAYROLL GOLDEN SOLUTIONS and its services. Affiliate acknowledges and agrees that: (a) it will use the PAYROLL GOLDEN SOLUTIONS Trademarks only as permitted by this Policy; (b) it will use the PAYROLL GOLDEN SOLUTIONS Trademarks in a lawful manner and in strict compliance with all formats, guidelines, standards and other requirements prescribed by PAYROLL GOLDEN SOLUTIONS in writing from time to time; (c) the PAYROLL GOLDEN SOLUTIONS Trademarks are and shall remain the exclusive property of PAYROLL GOLDEN SOLUTIONS; (d) nothing in this Policy shall confer upon Affiliate any ownership rights in the PAYROLL GOLDEN SOLUTIONS Trademarks and any use thereof by Affiliate shall inure to the benefit of PAYROLL GOLDEN SOLUTIONS; (e) Affiliate shall not apply for or contest the validity of any PAYROLL GOLDEN SOLUTIONS Trademarks, now or in the future ; and (f) Affiliate shall not apply for or use, now or in the future, any terms or marks similar to the PAYROLL GOLDEN SOLUTIONS Trademarks that are likely to cause confusion .

“PAYROLL GOLDEN SOLUTIONS Trademarks” means PAYROLL GOLDEN SOLUTIONS’s trademarks, logos, service marks and trade names, whether registered or unregistered, including, without limitation, the PAYROLL GOLDEN SOLUTIONS word mark and the “PAYROLL GOLDEN SOLUTIONS” design.

4.3. Trademark Usage Guidelines

Affiliate shall only use and visually present the PAYROLL GOLDEN SOLUTIONS Trademarks in the following manner. Affiliate agrees that your use of the PAYROLL GOLDEN SOLUTIONS Trademarks in violation of these guidelines will result in automatic termination of your participation in the Affiliate Program, this Policy and the license and/or permission to use the PAYROLL GOLDEN SOLUTIONS Trademarks.

Your use must not mislead consumers as to our sponsorship, affiliation or endorsement of Your Company or its products or services.

The PAYROLL GOLDEN SOLUTIONS Trademarks are our exclusive property. All goodwill resulting from your use of the PAYROLL GOLDEN SOLUTIONS Trademarks shall inure solely to our benefit. You will not take any action that is inconsistent with our rights or ownership of the PAYROLL GOLDEN SOLUTIONS Trademarks.

PAYROLL GOLDEN SOLUTIONS Trademarks must be used in a respectful manner. PAYROLL GOLDEN SOLUTIONS Trademarks may not be used in a manner that harms us, our products or services, or in a manner that, in our opinion, diminishes or damages our reputation or goodwill in our brand assets. You may not associate the PAYROLL GOLDEN SOLUTIONS Trademarks or any other assets of our brand with unlawful or illegal activities or use them in a misleading or harmful manner.

You may use the PAYROLL GOLDEN SOLUTIONS mark to advertise PAYROLL GOLDEN SOLUTIONS in your unpaid advertising. Whenever you use the PAYROLL GOLDEN SOLUTIONS mark, you must do so in a manner that does not confuse readers or mislead them into thinking that you are speaking on behalf of PAYROLL GOLDEN SOLUTIONS. PAYROLL GOLDEN SOLUTIONS will determine whether your use of PAYROLL GOLDEN SOLUTIONS is confusing in its sole and absolute discretion.

Whenever you use the word “PAYROLL GOLDEN SOLUTIONS”, it must be immediately followed by the “Circle R” “®” indicating that it is a registered trademark of PAYROLL GOLDEN SOLUTIONS.

You must clearly display (i.e., not in a link or in fine print) the following disclaimer on any website, social networking site, email and/or other communication or medium you choose to use: I am not an employee or representative of PAYROLL GOLDEN SOLUTIONS. I am an independent PAYROLL GOLDEN SOLUTIONS Affiliate and receive referral payments from PAYROLL GOLDEN SOLUTIONS in this role. All opinions expressed in this document are my own and are not official statements of PAYROLL GOLDEN SOLUTIONS or any of the PAYROLL GOLDEN SOLUTIONS affiliated parties.

 

4.4. Restrictions on Affiliate’s Use of PAYROLL GOLDEN SOLUTIONS’s Trademarks

Notwithstanding Section 4.1, Affiliate shall not:

use the PAYROLL GOLDEN SOLUTIONS Trademarks or variations or misspellings thereof in Affiliate’s trade name, logo, branding, advertising, social media or domain name (including, without limitation, top-level domains, subdomains and page URLs), products or services (including, without limitation, in the name or design of any application or theme), unless PAYROLL GOLDEN SOLUTIONS grants express written permission prior to each use; or purchase or register any search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the PAYROLL GOLDEN SOLUTIONS Trademarks or any variation or misspelling thereof that may be deceptively or confusingly similar to the PAYROLL GOLDEN SOLUTIONS Trademarks.

4.5. Proprietary Rights of PAYROLL GOLDEN SOLUTIONS

As between Affiliate and PAYROLL GOLDEN SOLUTIONS, the PAYROLL GOLDEN SOLUTIONS Materials, the PAYROLL GOLDEN SOLUTIONS Trademarks, all information related to the PAYROLL GOLDEN SOLUTIONS services and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of PAYROLL GOLDEN SOLUTIONS or otherwise related to the PAYROLL GOLDEN SOLUTIONS Services, the Affiliate Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent in and appurtenant thereto ( collectively, “PAYROLL GOLDEN SOLUTIONS Property” ) shall be and remain the sole and exclusive property of PAYROLL GOLDEN SOLUTIONS To the extent, if any, ownership of any PAYROLL GOLDEN SOLUTIONS Property is not automatically vested in PAYROLL GOLDEN SOLUTIONS under this Policy, or otherwise, and vested in Affiliate, Affiliate transfers and assigns to PAYROLL GOLDEN SOLUTIONS, upon creation thereof, all right, title and interest that Affiliate may have in such PAYROLL GOLDEN SOLUTIONS Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5. Confidentiality

5.1 Definition

Confidential Information” shall include, but not be limited to, all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospect lists, names, addresses and other information about customers and prospects, product designs, sales, costs (including relevant processing fees), price lists and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between PAYROLL GOLDEN SOLUTIONS and Affiliate, any information relating to PAYROLL GOLDEN SOLUTIONS’s client or other Affiliate is the confidential information of PAYROLL GOLDEN SOLUTIONS.

5.2 Covenants

Affiliates that are subject to confidentiality obligations to another Party that are as strict as those contained in this Policy; or (ii) as required by any law, regulation or order of any court of appropriate jurisdiction over the Parties and the subject matter contained in this Policy, provided that, if legally permissible, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure receives confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known to or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the Confidential Information of the other Party(ies) and without violating any provision of this Policy; or (C) is subsequently properly obtained by the receiving Party from a source other than the disclosing Party without violating any provision of this Policy.

6. Disclaimer of Warranty

The PAYROLL GOLDEN SOLUTIONS Affiliate Program, the PAYROLL GOLDEN SOLUTIONS Services, the PAYROLL GOLDEN SOLUTIONS Trademarks and the PAYROLL GOLDEN SOLUTIONS Materials are provided on an “as is” basis. PAYROLL GOLDEN SOLUTIONS makes no warranties under this Policy, and PAYROLL GOLDEN SOLUTIONS expressly disclaims all warranties, express or implied, including, without limitation, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, PAYROLL GOLDEN SOLUTIONS further disclaims all representations and warranties, express or implied, that the PAYROLL GOLDEN SOLUTIONS services, the PAYROLL GOLDEN SOLUTIONS Trademarks, or the PAYROLL GOLDEN SOLUTIONS services. The materials meet all Affiliate requirements and will be uninterrupted, error-free or free of harmful components.

7. Limitation of Liability and Indemnity

7.1. Limitation of Liability

PAYROLL GOLDEN SOLUTIONS shall have no liability with respect to the PAYROLL GOLDEN SOLUTIONS Affiliate Program, the PAYROLL GOLDEN SOLUTIONS Services, the PAYROLL GOLDEN SOLUTIONS Trademarks, the PAYROLL GOLDEN SOLUTIONS Materials or PAYROLL GOLDEN SOLUTIONS’s obligations under this Policy or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting in any way from PAYROLL GOLDEN SOLUTIONS’s services, the PAYROLL GOLDEN SOLUTIONS Trademarks, the PAYROLL GOLDEN SOLUTIONS Materials or Affiliate’s participation or inability to participate in the PAYROLL GOLDEN SOLUTIONS Affiliate Program, even if PAYROLL GOLDEN SOLUTIONS has been advised of the possibility of such damages. In any event, PAYROLL GOLDEN SOLUTIONS’s liability to Affiliate under this Policy for any reason whatsoever shall be limited to the Referral Fees paid to Affiliate by PAYROLL GOLDEN SOLUTIONS during the five (5) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations and other torts. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

7.2. Indemnification

Affiliate agrees to indemnify, defend and hold harmless PAYROLL GOLDEN SOLUTIONS and the directors, managers, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party” and, collectively, the “Indemnified Parties” ), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “Claims” ), to the extent such claim is based upon or arises out of: (a) the breach by Affiliate of any representation, warranty, obligation or covenant under this Policy; (b) gross negligence or willful misconduct of Affiliate; (c) any warranty, condition, representation, indemnity or guarantee relating to PAYROLL GOLDEN SOLUTIONS given by Affiliate to any third party; (d) the breach by Affiliate of any term of this Policy or the PAYROLL GOLDEN SOLUTIONS Policies (including any document it incorporates by reference); (e) any claim by a third party that Affiliate’s products or services infringe the intellectual property or other rights of a third party; (f) Affiliate’s Taxes, including any audits or penalties related thereto; and (g) the performance, non-performance or inadequate performance of Affiliate’s products or services.

7.3. Notice of Indemnification

Upon claiming any indemnification under this Policy, the Indemnified Party shall promptly provide Affiliate with written notice of any claim that the Indemnified Party believes is within the scope of the indemnifications provided for in this Policy. The Indemnified Party may, at its expense, assist in the defense if it so desires, provided that Affiliate shall control such defense and all negotiations relating to the settlement of any claim and further provided that in settling any claim Affiliate shall not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that would reasonably result in any admission by the Indemnified Party or in the imposition of any liability thereon without the prior written approval of the Indemnified Party.

8. General Provisions

8.1. Force Majeure

PAYROLL GOLDEN SOLUTIONS shall not be liable for any delay or failure to perform any obligation under this Policy where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, power or electrical outages, utility or other telecommunications failures, earthquake, storms or other elements of nature, pandemics, blockades, embargoes, riots, acts or orders of government, acts of terrorism or war.

Independent Contractors

The Parties to this Policy are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither PAYROLL GOLDEN SOLUTIONS nor shall Affiliate have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability, or otherwise bind, the other Party. This Policy shall not be construed or interpreted to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such relationship on either Party.

8.3. Non-Exclusivity

Nothing in this Policy is intended to create, nor shall it be construed to create, any exclusive Policy between the Parties to this Policy. This Policy shall not restrict any Party from entering into similar Policies with others, provided that it does not breach its obligations under this Policy in doing so, including, without limitation, confidentiality obligations.

8.4. Notices

Any notice, approval, request, authorization, direction or other communication under this Policy shall be given in writing and shall be deemed given and delivered for all purposes (a) on the date of delivery if delivered personally or by email to the Affiliate’s address, the email address listed in the Affiliate’s account and info@prgoldensolutions.com; (b) two (2) business days after deposit by internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit by certified or registered mail, return receipt requested, postage and charges prepaid.

8.5. Non-Waiver

The failure of either Party to insist upon or require strict compliance by another Party with any provision of this Policy or to exercise any right under this Policy shall not be construed as a waiver or abandonment to any extent of such Party’s right to assert or rely upon any provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

8.6. Entire Policy

This Policy, including all PAYROLL GOLDEN SOLUTIONS Policies listed on the PAYROLL GOLDEN SOLUTIONS website, any completed application forms and all guidelines and other documents linked to or incorporated or referenced in this Policy, sets forth the entire Policy and supersedes any and all prior Policies, written or oral, of the Parties with respect to the subject matter hereof (including, without limitation, any prior versions of this Policy). Neither PAYROLL GOLDEN SOLUTIONS nor Affiliate shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Policy (whether or not it materially alters this Policy) and that is offered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment

All terms and provisions of this Policy shall be binding upon and inure to the benefit of the Parties to this Policy and their respective heirs, successors, permitted assigns and legal representatives. PAYROLL GOLDEN SOLUTIONS may assign this Policy without notice to or consent of Affiliate. Affiliate shall have no right to assign or transfer this Policy, or any of its rights or obligations under this Policy, to any third party without the prior written consent of PAYROLL GOLDEN SOLUTIONS, which shall be given or withheld in PAYROLL GOLDEN SOLUTIONS’s sole discretion.

8.8. Applicable Laws

This Policy shall be governed by and construed in accordance with the laws applicable in the jurisdiction where the Affiliate Program is conducted, without regard to principles of conflicts of laws.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and appellate courts having appellate jurisdiction of such courts with respect to any dispute or claim arising out of or relating to this Policy.

8.9. Competitive or Similar Materials

PAYROLL GOLDEN SOLUTIONS is not precluded from discussing, reviewing, self-developing, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Affiliate’s products or services, provided that PAYROLL GOLDEN SOLUTIONS does not use Affiliate’s confidential information in doing so.

8.10. Modifications to this Policy

PAYROLL GOLDEN SOLUTIONS may modify this Policy (including the PAYROLL GOLDEN SOLUTIONS Policies) at any time by posting a revised version on the PAYROLL GOLDEN SOLUTIONS website or by notifying Affiliate of Policy Section 8.4. By continuing to participate in the Affiliate Program after the effective date of any modification to this Policy, Affiliate agrees to be bound by the modified terms. It is your responsibility to periodically check the PAYROLL GOLDEN SOLUTIONS website for modifications to this Policy. We last modified this Policy on the date listed at the end of this Policy. 

8.11. Language

All communications and notices made or delivered pursuant to this Policy must be in the English language. If we provide a translation to Spanish version of this Policy, the English version of the Policy shall prevail in the event of a conflict.

8.12. Non-Exclusive Remedies

In the event of a breach or threatened breach by Affiliate of any provision of this Policy, in addition to all other rights and remedies available to PAYROLL GOLDEN SOLUTIONS under this Policy and applicable law, PAYROLL GOLDEN SOLUTIONS shall have the right to (a) immediately enjoin all such activity, without the necessity of proving damages or posting a bond or other security; (b) immediately terminate this Policy and Affiliate’s access to the Affiliate Program; (c) receive an immediate refund of all amounts paid to Affiliate under this Policy; and (d) be indemnified for any loss, damage or liability incurred by PAYROLL GOLDEN SOLUTIONS in connection with such violation, in accordance with the provisions of Section 7.

8.12. Severability

If any provision of this Policy is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of the Policy, and the Policy shall be construed as if such invalid, illegal or unenforceable provision had never been included in the Policy.