Affiliate Agreement

BY AGREEING TO THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU SUBMIT TO GOZONE WIFI, LLC., A FLORIDA LIMITED LIABILITY COMPANY (“WE” OR ”GZ”), AN OFFER TO PARTICIPATE IN GOZONE WIFI’S AFFILIATE PROGRAM UNDER THE PROVISIONS OF THIS PARTNER PROGRAM AGREEMENT (THE “AGREEMENT”).

BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING OUR PARTNER PORTAL, YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE PERSON AND/OR ENTITY(S) (COLLECTIVELY, THE “AFFILIATE ”) WISHING TO PARTICIPATE IN THE AFFILIATE PROGRAM. IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE PERSON AND/OR ENTITY OR YOU OR THE PERSON/ENTITY DO NOT AGREE TO ANY OF THE TERMS BELOW, GZ IS UNWILLING TO ALLOW YOU TO PARTICIPATE IN THE PROGRAM, AND YOU SHOULD NOT CLICK TO ACCEPT THE TERMS OF THIS AGREEMENT.

1. SCOPE OF AGREEMENT. This Agreement sets forth the terms and conditions pursuant to which AFFILIATE will participate in GZ’s AFFILIATE Program through which you may refer, promote, solicit and enter Orders for third parties (each a “Lead”) to GZ for purposes of acquiring GZ service plans (the “Products”). AFFILIATE will be compensated for Client purchases as set forth herein.
2. APPOINTMENT AND AUTHORITY.

2.1 Non-exclusive Appointment. GZ hereby appoints AFFILIATE, and AFFILIATE hereby accepts such appointment, as GZ’s non-exclusive Referral or Agent representative under the terms and conditions set forth herein. In such capacity, AFFILIATE will have the right to promote and discuss with Leads or Clients those Products authorized by GZ. GZ will have the right to restrict such authorized Products at its sole discretion.

2.2 Description of Authority. AFFILIATE’s authority under this Agreement shall be limited to: providing Leads to GZ for the purpose of (a) GZ soliciting orders for the Products, (b) providing Order Links for Products to Leads (c) providing descriptions and information about the Products to potential Leads or Clients in accordance with the provisions of this Agreement, (d) demonstrating the Products, if applicable, in accordance with Section 3.0, and (d) performing the tasks listed in Section 4.0 or such other tasks as the parties shall mutually agree upon. AFFILIATE shall not have the authority to make any commitments or agreements or to incur any liabilities whatsoever on behalf of GZ, nor shall GZ be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by AFFILIATE.

2.3 Independent Contractor. AFFILIATE is an independent contractor, not an employee, direct agent, or franchisee of GZ. This appointment shall not establish or, be interpreted as establishing a partnership, joint venture, franchise, sales representative, employment relationship or other agency relationship beyond those functions and responsibilities as set forth in this Agreement.

2.4 Collateral. In conjunction with referring Leads or Clients to GZ, AFFILIATE shall have the authority to provide to potential Leads or Clients with a high-level product description, sales and marketing brochures, and other collateral material supplied to AFFILIATE by GZ through an online website available to Partners (“Partner Portal”) or specifically approved by GZ in writing (“Collateral”). AFFILIATE shall have no right to make any changes, additions, or other modifications to such Collateral without written permission other than adding their name and contact information.

3. DEMONSTRATION OF PRODUCTS.If AFFILIATE has purchased a demonstration or not-for-resale (“NFR”) service plan or kit, or if AFFILIATE has access to our proprietary on-line software platforms, (“Dashboard”), AFFILIATE shall have the authority to provide demonstrations of the Products in accordance with this Section 3.0. Subject to the terms and conditions of this Agreement, GZ hereby grants to AFFILIATE a nonexclusive, non-sublicensable, nontransferable, revocable, royalty-free, limited license to perform and display the Products in a non-production environment solely for the purpose of demonstrating the Products to potential Leads or Clients. AFFILIATE shall not use the Products except as explicitly provided under this Section 3.0. Without limiting the foregoing, AFFILIATE shall not directly or indirectly use or otherwise exploit the GZ Products under this Agreement for its own general internal use or for commercial exploitation. AFFILIATE shall not reverse engineer, reverse assemble, decompile, or otherwise attempt to derive source code from any software or any part thereof provided in object code format as part of the Products. Except as expressly provided herein, AFFILIATE may not use, modify, reproduce, sublicense, distribute, or otherwise provide to third parties the Products, in whole or in part. AFFILIATE shall not remove, obscure, or alter any proprietary notices on the Collateral or Products, including, but not limited to, copyright notices, and shall not permit any third party to do so.
4. OBLIGATIONS OF AFFILIATE.

4.1 Affiliate Link-Order Form. Upon registration, GZ will send you an affiliate link.  AFFILIATE shall supply the affiliate link to Leads to complete Product orders. The online link will contain your AFFILIATE id which will identify the order coming from you. GZ may update the Referral Form from time to time in its sole discretion.

4.2 Information. Upon request, AFFILIATE shall discuss each Lead or Order in detail with GZ and shall provide GZ with all relevant non-confidential information it has regarding each Lead or Client and the relevant commercial market conditions. Upon GZ’s request, AFFILIATE agrees to actively introduce GZ to the Lead or potential Client by arranging a meeting, conference call, or other means of communication.

4.3 No Guarantees. AFFILIATE shall not make representations or guarantees concerning Products or accept the return of or make any allowance for such Products.

4.4 Compliance with Policies. AFFILIATE shall abide by the applicable policies and procedures of GZ as in effect from time to time and as communicated to AFFILIATE through the GZ website.

4.5 Further Assistance. AFFILIATE shall furnish such other assistance as GZ may from time to time reasonably request.

5. OBLIGATIONS OF GZ.

5.1 Marketing Information. Through its website, GZ shall supply AFFILIATE with the Collateral to enable AFFILIATE to perform its duties and obligations under this Agreement.

5.2 Demonstration. At a time and location mutually agreed upon by the parties, GZ can provide a demonstration of the Products to AFFILIATE personnel.

5.3 Acceptance. GZ may, in its sole discretion, either accept or decline any Lead or Order submitted by AFFILIATE. Once accepted, a Lead is deemed an “Order” for purposes of this Agreement.

5.4 Affiliate Link. GZ will supply AFFILIATE an affiliate link which is used to identify Orders submitted by AFFILIATE through our online shopping cart system.

6. TERMS OF SALE.GZ shall determine the terms and conditions (including pricing) pursuant to which it shall offer the Products to Leads or Clients, provided, however, that such Products shall be provided pursuant to the applicable agreements for the products or services, together with any changes thereto as may be agreed to by GZ and the Client (collectively, the “Purchase Agreement”). AFFILIATE shall not negotiate or offer to negotiate any terms of the Purchase Agreement on behalf of GZ without the consent of GZ.
7. PAYMENT TERMS.

7.1 Payments and Commissions

Payments to AFFILIATE are called (“Commissions”). Once a Lead places an Order, the Lead becomes a “Client”. Completed Orders and Purchase Agreements generate an (“Invoice”) to the Client where Client pays from the Invoice. Commissions are solely based on paid Invoices. Commissions are payable only AFTER the Client has paid their first, and/or subsequent Invoice(s) pursuant to the following terms.

GZ shall pay to Affiliate the following Commissions: 10% of Product recurring subscription fee revenue received by GZ for the Initial Invoice provided that such Client has entered into a Purchase Agreement within six months following the date the initial notice for such Lead submitted by AFFILIATE. “Subscription Fee Revenue” shall mean the fees paid to GZ by referred Client for the first twelve (12) months of Prospective End Customer’s subscription to GZ’s Software Product Offerings, minus any Incidental Expenses and excluding any Add-on Sales. “Incidental Expenses” shall mean (a) costs attributable to sales, use, value-added, excise and other taxes, customs duties and other governmental charges; (b) returns or credits; (c) “Add-on Sales” shall mean additional purchases of GZ’s Product Offerings made following Prospective End Customer’s initial purchase. For avoidance of doubt, the Parties understand and agree that Subscription Fee Revenue shall not exceed the initial 12 months of fees even if the Client has selected a longer term. Commissions exclude Add-on Sales, professional services, training or consulting services, or shipping fees. GZ shall have the right to determine the amount of Affiliate Commissions and the determination will be final and Affiliate agrees with the final determination.

Commission shall be paid when requested by AFFILIATE through the Portal by GZ through check or other electronic means supported by GZ. If a due commission does not exceed $50 US, GZ reserves the right to hold payment until Commissions accumulate to the minimum amount. If a Client cancels service and a refund or credit is given, any related Commission will be deducted from the next commission payment. AFFILIATE is NOT employees of GZ and are responsible for their own local, state, or country taxes. All Commissions shall be paid in US Dollars.

7.2 Exceptions. No Commissions shall be paid (a) if AFFILIATE provides to GZ any incorrect or misleading information about the Lead or Order (b) for any Lead that is a then-current Client or was previously a Client of GZ or its affiliates, distributors, or partners, (c) for any Lead with whom GZ or its affiliates, distributors, or partners had substantive contact prior to AFFILIATE’s submission of a Referral or Order Form for such Lead, or (d) for the provision of any services or products other than the authorized Products.

7.3 Payment upon Termination. Subject to this Section 7.0, following termination of this Agreement, GZ shall pay AFFILIATE any outstanding Commissions that are due. Except as provided in this Section 7.3, GZ shall have no obligation to pay Commissions to AFFILIATE after the effective date of termination.

7.4 Expenses. AFFILIATE shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including, but not limited to: expenses incurred in fulfilling its duties and responsibilities as provided in Section 4.0; compensation, bonuses, and benefits, if any, for its personnel; costs and expenses associated with establishing and maintaining its sales organization and offices; advertising, Product demonstration, and promotion expenses; and any and all taxes, fees, duties, tariffs, or charges which may be imposed on AFFILIATE under applicable law.

7.6 Multiple Referrals. In the event that two or more Affiliates or Partners of GZ, for any reason whatsoever, claim a Commission for the same Client, GZ reserves the right to award the Referral Fee to one of the representatives or to divide the Referral Fee among the representatives in such proportions as GZ shall determine to be equitable, and its decision to do so and the manner in which it does shall be final and binding on all parties involved. In no case shall the total amount of Commissions paid with regard to any such Lead exceed the maximum Commission that could be earned if only one representative were responsible for the Order.

8. TRADEMARKS; MATERIALS. Subject to the terms and conditions in the Agreement, GZ hereby grants, and AFFILIATE hereby accepts, a non-exclusive, non- transferable, non-sublicenseable, non-assignable, royalty-free license to use any name, logo, tagline, or other designation displayed on any display screen within the Materials (“GZ Marks”) solely for purposes of marketing the Products to potential Clients as further described herein; provided, however, that AFFILIATE shall provide GZ with samples of each use of GZ Marks prior to such use and shall refrain from all uses that GZ informs AFFILIATE are detrimental to GZ’s investment in such GZ Marks. Products and Collateral (including all components, subsequent versions, modifications, corrections, and enhancements thereof made available by GZ hereunder) are deemed “Materials” as defined in the Agreement.
9. OWNERSHIP; PUBLICITY.As between the parties, subject to any license expressly granted by GZ under this Agreement or an Addendum, GZ and its suppliers will retain all right, title, and interest in and to the GZ Marks, GZ Confidential Information (defined below), and the Materials, including all modifications to or derivative works of the foregoing and all intellectual property and proprietary rights incorporated into or related to the foregoing (collectively, “GZ IP”). All rights not expressly licensed by GZ under this Agreement are reserved. AFFILIATE will not directly or indirectly obtain or attempt to obtain at any time any right, title, or interest by registration or otherwise in or to the GZ Marks. AFFILIATE acknowledges that the goodwill associated with the GZ Marks belongs exclusively to GZ and, upon request, AFFILIATE will modify or cease its use of any GZ Marks. AFFILIATE will not take any action inconsistent with the terms and conditions of this Agreement. To the extent that AFFILIATE obtains any ownership interest in or to any derivative work or modification to the Materials, AFFILIATE hereby assigns to GZ all right, title, and interest in and to such derivative works and/or modifications. AFFILIATE hereby grants to GZ a license to include AFFILIATE’s trademarks and service marks on that portion of GZ’s website that references its AFFILIATE. GZ is under no obligation to include or maintain the display of any such marks. GZ may issue press releases from time to time pertaining to the relationship created by the parties hereunder and/or a particular Client. All content pertaining to such press releases is subject to AFFILIATE’s review and approval, not to be unreasonably withheld.
10. DISCLAIMER OF WARRANTIES.Any warranties regarding the Products are made only to Clients who acquire GZ Services pursuant to the terms and conditions of the applicable Product Terms, and no such warranty is extended to AFFILIATE. WITH THE EXCEPTION OF ANY EXPRESS WARRANTIES OFFERED BY GZ UNDER THIS AGREEMENT OR A SPECIFIC ADDENDUM, ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND THOSE THAT MAY ARISE FROM ANY COURSE OF DEALING OR PERFORMANCE, ARE HEREBY DISCLAIMED.
11. INDEMNIFICATION.

11.1 By AFFILIATE. AFFILIATE will defend any action brought by Clients or other third parties based upon Claims arising from (a) AFFILIATE’s activities under this Agreement, (b) any unauthorized guarantees or warranties regarding the Materials, (c) any breach of this Agreement, or (d) AFFILIATE’s obligations under this Agreement, and AFFILIATE will pay any settlement or final award against GZ based on the foregoing Claims.

11.2 Procedure. The party seeking indemnity will give the indemnifying party prompt notice of any Claim and provide reasonable assistance to the indemnifying party in the defense of the Claim. GZ may choose, in its sole discretion, to assume control over any litigation or settlement for any Claim involving the Products or Materials. Further, AFFILIATE will not discontinue or settle any claim in a manner that does not unconditionally release GZ without GZ’s prior written consent.

11.3 Limitation. Section 11.0 states AFFILIATE’s sole and exclusive remedy, and GZ’s sole and exclusive liability, for any intellectual property infringement.

12. LIMITATIONS ON LIABILITY.EXCEPT WITH RESPECT TO BREACHES OF SECTION 8.0 OR GZ’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.0 ABOVE, IN NO EVENT SHALL GZ BE LIABLE TO AFFILIATE, CLIENTS, GUESTS, END USERS, OR TO ANY THIRD PARTY, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT GZ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GZ’S AGGREGATE CUMULATIVE LIABILITY TO AFFILIATE, CLIENTS, GUESTS, END USERS, AND THIRD PARTIES IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, THE GREATER OF $5,000.00 OR THE FEES ACTUALLY PAID BY GZ TO AFFILIATE UNDER THE PARTICULAR ADDENDUM TO WHICH SUCH LIABILITY PERTAINS.
13. CONFIDENTIALITY.The terms of this Section 13.0 shall supersede any separate confidentiality or non-disclosure agreement between the parties.

13.1 Definition. “Confidential Information” means, with respect to a party (the “Disclosing Party”), information that pertains to such party’s business, including, without limitation product roadmaps, performance results, and technical, marketing, financial, employee, planning, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “Receiving Party”) knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party will be considered Confidential Information of the Disclosing Party, even if not designated or marked as such.

13.2 Protection. The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement or any Addenda. Confidential Information of the Disclosing Party will be disclosed only to those employees and contractors of the Receiving Party with a need to know such information.

13.3 Exclusions. The receiving party shall not be liable to the Disclosing Party for the release of Confidential Information if such information:

(a)was known to the Receiving Party on or before Effective Date without restriction as to use or disclosure; (b) was in the public domain on or before the Effective Date; (c) came into the public domain after the Effective Date through no fault of the Receiving Party; (d) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceeding or as otherwise required by law, subject to the receiving party giving all reasonable prior notice to the Disclosing Party to allow it to seek protective or other court orders and provided that the Receiving Party uses best efforts to make such disclosure under conditions of confidentiality.

14. TERM AND TERMINATION. This Agreement shall automatically terminate if AFFILIATE misrepresents GZ or violates the Terms of this Agreement. This Agreement shall commence on the Agreement Effective Date and shall remain in effect until terminated by either party in writing. GZ may terminate this agreement for any other reason with notice. Termination of the Agreement for any reason shall not affect obligations that have accrued as of the date of termination. Sections 4.3, 6.0, 7.4, 9.0, 11.0, 12.0 and 13.0 shall survive termination or expiration of the Agreement; otherwise, all rights and obligations of the parties under this Agreement shall terminate upon any such termination or expiration.
15. EFFECT OF AGREEMENT.Except as expressly provided in this Agreement, all terms and conditions of the Agreement shall remain in full force and effect and nothing in this Agreement shall be deemed to waive or modify any of the provisions of the Agreement. In the event of any express conflict between the Agreement and this Agreement, the Agreement shall govern. This Agreement may be amended only by a written document signed by both parties. If this agreement is terminated, all future commission payments to AFFILIATE will cease.
16. Enforce-ability. In the event any provision of this Agreement shall be invalid, illegal or enforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or unenforceability of any of the remaining provisions of this Agreement shall not be affected of impaired by such provision in any way.
17. Assignment and Modifications. This Agreement shall not be assigned by AFFILIATE, in whole or in part, without the express written consent of GZ. GZ may assign this Agreement at it’s sole discretion. GZ reserves the right to modify these terms at ANY TIME and by accessing the Partner Portal or submitting an Order, you agree to be bound by the updated terms.
18. Applicable Laws. This Agreement shall be construed in accordance with the laws of the State of Florida.

Updates to this Agreement:
We may update this Agreement from time to time. If we make any changes to this Agreement, we will change the “effective date” below and will post the updated Agreement on this page (https://www.gozonewifi.com/terms/affiliate). Continuing to use our Services after we publish changes to this Affiliate Agreement means you are consenting to these changes.

If you wish to unsubscribe from e-mail communication from GoZone WiFi, you may e-mail us at info@gozonewifi.com. Additionally, most of our email distributions contain an “unsubscribe” link. If you have questions or comments about this Affiliate Agreement or the practices of GoZone WiFi, you may contact us at info@gozonewifi.com.

If you have any questions about this Agreement, please contact us at info@gozonewifi.com or by writing to us at:

GoZone WiFi LLC
PO Box 12275
St. Petersburg, FL 33733

Effective date: April 24, 2023