Terms of Service - Channel Partners

GoSite Channel Program Terms of Service

BY SUBMITTING AN APPLICATION FOR GOSITE’S CHANNEL PROGRAM THROUGH THE PARTNERSTACK PLATFORM AND BY CLICKING ON THE “SUBMIT,” “ACCEPT,” OR SIMILAR BUTTON, YOU ARE SIGNIFYING THAT YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14 BELOW. THE INDIVIDUAL ENTERING INTO THESE TERMS ON BEHALF OF THE USER IS, REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THE USER TO THESE TERMS OF USE.

This Channel Program Agreement (“Agreement”) provides terms and conditions applicable to your membership in the GoSite Channel Program (“GCP”) that are in addition to any terms and conditions that you may have agreed to pursuant to an agreement with PartnerStack (hereafter defined). In these Terms, “GoSite” “We”, “Us” or “Our” will refer to GoSite Inc. and the terms “You” or “Your” or “Referral Partner” will refer to you.

This Agreement incorporates, and you agree to comply with, the most recent version of all policies, guidelines and other rules referenced in this Agreement or accessible on GoSite’s Channel Program Profile on the PartnerStack Platform (“GCP Policy(ies)”), as they may be updated from time to time. In the event of any conflict between this Agreement and any GCP Policy, this Agreement will control.

GoSite and Referral Partner each acknowledge that they may be parties to agreements with PartnerStack and may be participants in a PartnerStack Program (“Program”). You acknowledge that GoSite is not a party to any agreement you may have with PartnerStack, will be in no way responsible for the performance of PartnerStack and that GoSite is not an agent or representative of PartnerStack.

1. Overview
Gosite, Inc., a Delaware corporation (“GoSite”), operates www.GoSite.com as a cloud based digital business management platform.

The GoSite Channel Program (GCP), allows approved companies operating their own websites (“Referral Partner(s)”) a revocable, limited and non-exclusive right to:

● lawfully advertise and promote GoSite services and the GoSite website solely in a manner approved by GoSite;

● lawfully post on their website (“Site”) an approved graphical or textual Internet hyperlink (“Link”) to the GoSite website; and

● lawfully direct visitors from the Referral Partner's Site to a specific URL or landing page designated by GoSite (“GoSite Site”).

When Site visitors click through the Links to take proscribed actions and/or purchase GoSite products, Referral Partners can earn a “Channel Program Commission” (the Channel Program Commission and visitor actions required for payment are posted on the GCP Channel Program Profile on the PartnerStack Platform and may be changed in GoSite’s sole discretion from time to time by posting a different Channel Program Commission and/or requirements for payment to be earned on the GCP Channel Program Profile) for each “Qualified Sale” (as defined herein). Any additional GoSite services outside of the standard GoSite subscription account are not eligible for Channel Program Commissions at this time.

2. Unacceptable Websites
We will reject your application or cancel your participation in the GCP if we determine in our sole discretion that your Site is unsuitable for the GCP, including if your Site displays, stores, processes or transmits:

Material that infringes or mis-appropriates, or uses without appropriate consent, a third party's intellectual property or proprietary rights; Hate‐related, abusive, and/or material advocating discrimination against individuals or groups; Material promoting or related to violence of any kind;
Obscene or sexually explicit material, or anything which exploits of minors under 18 years of age;
Material that violates, encourages or furthers conduct that would violate any applicable laws, including any criminal laws, or any third‐party rights, including publicity or privacy rights; and/or
Material that in any way targets children 13 years of age or younger or violates any applicable laws or governmental authority regulations related to child protection.
You may not create or design your Site or any other website that you operate, explicitly or implied in a manner which resembles the GoSite website nor design your Site in a manner which leads customers to believe you are GoSite or any other GoSite affiliated business.

GoSite may (a) monitor, retain, use, and disclose information about your Site and users of your Site that we obtain in connection with your participation in GCP (for example, that a particular visitor clicked through your Site before buying a product on the GoSite Site), and (b) monitor, review, crawl, and otherwise investigate your Site to assess your compliance with this Agreement. To learn how GoSite processes personal information, please see the GoSite privacy policy at https://www.gosite.com/privacy-policy.

3. Approval
All participation in GCP is subject to GoSite’s approval, which may be withheld in GoSite’s sole discretion. In addition, each approval is made on a website by website basis, for those Referral Partners operating more than one website. The Referral Partner must submit the URL for each website for which the Referral Partner is seeking approval.

Unless notified to the contrary, in writing from GoSite, all prospective Referral Partners must submit an application to GoSite through the PartnerStack Platform in order to become an “approved” Referral Partner eligible to participate in GCP. GoSite will notify each prospective Referral Partner through PartnerStack in writing (by e-mail or otherwise) whether or not it has been approved. The Referral Partner is not authorized to participate in GCP or to post Links to the GoSite website until approved in advance by GoSite.
If approved, Referral Partner consents to be contacted at the email and telephone number it provided in applying for the GCP, including via automated dialing systems, texts and pre-recorded messages. Referral Partner’s consent may not be revoked except in writing by both Parties

4. Limited License to Use GoSite Marks
Upon receiving written notice of approval, GoSite grants to Referral Partner a limited, revocable, non-transferable, non-exclusive license during the term of this Agreement to use only those GoSite marks, trademarks, service marks, trade names, trade dress, logos, graphics and icons specifically designated and provided by GoSite (“Marks”) solely in connection with the marketing, advertising, and promotion of the GoSite advertisements posted on the Referral Partner's Site (which advertisements must be pre-approved in writing by GoSite) and in connection with the graphical/textual Links to the GoSite Site.

Referral Partner's use of GoSite’s Marks will at all times be subject to the prior written approval of GoSite and in accordance with the following:

● Referral Partner shall comply with all reasonable guidelines provided by GoSite with respect to the graphic reproduction, appearance, and “look and feel” related to the marketing and representation of GoSite and its products and services.

● Referral Partner's use of the Marks shall include the appropriate trademark/service mark symbols and Referral Partner shall not remove such symbols.

● Nothing in the Agreement gives Referral Partner any right, title or interest in the “GoSite” logo or mark, or any other GoSite owned marks. GoSite reserves all rights, title and interest in the Marks and the goodwill associated with use of the Marks shall inure solely to the benefit of GoSite.

● All rights not expressly granted in the Agreement are reserved by GoSite.

The Referral Partner's right to use the Marks is limited to and arises only out of the license granted hereunder. This license may be immediately terminated upon notice from GoSite and shall automatically terminate upon any termination or expiration of this Agreement.

Referral Partner shall not assert the invalidity, unenforceability, or contest the ownership by GoSite of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice GoSite's right, title or interest in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. Referral Partner agrees not to register or attempt to register any phrases, marks or logos that would cause confusion, or be likely to cause confusion, with any of GoSite's Marks. Referral Partner acknowledges GoSite rights in and to the Marks and any display by Referral Partner of Marks will insure to the sole benefit of GoSite.

Referral Partner may not make any specific representations concerning the quality of any GoSite products or services, nor that GoSite “officially” endorses Referral Partner in any way, nor that GoSite recommends Referral Partner's products or services over those of any other company or person.

The Referral Partner is not permitted to use the Marks to disparage or parodize GoSite, its subsidiaries, products, or services, or any other person or entity, including without limitation the products or services of a GoSite competitor. Referral Partners may not use the Marks for promotional goods, or for products which in GoSite’s reasonable judgment may diminish or otherwise damage GoSite goodwill in the Marks.

5. Usage Guidelines
GoSite requires that Referral Partner use only the marketing materials available from the PartnerStack Platform. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping or additions to the marketing materials or Marks are permitted.

Any marketing materials or visual display for the Referral Partner's products or services that use the “GoSite” trademark or logo must (in the sole opinion of GoSite) be consistent with the following brand attributes of the products and services offered by GoSite (e.g. easy-to-use, trusted, and very high quality) and must comply with the GoSite Trademark Usage Guidelines found at www.GoSite.com

GoSite has the right to review Referral Partner’s use of the GoSite mark and marketing materials and GoSite may provide input about whether said materials or displays are compliant. If marketing materials or visual displays are, in the sole opinion of GoSite, inconsistent with the GoSite requirements, GoSite can require that such materials be changed prior to any public distribution as set forth in the Agreement. If Referral Partner does not make the changes to its Site that GoSite deems necessary, GoSite reserves the right to terminate your participation in the GCP.

In addition to the above, the appropriate ownership legend must be included in the “legal notices” section of any materials in which the “GoSite” logo or mark is displayed. This legend must read generally as follows: “GoSite is a registered mark, displayed with permission.” In advertising and promotional materials, the legend is typically placed at the bottom of the ad or layout. The legend may appear in small type, but must still be legible.

Referral Partner will not bid on or purchase keywords, search terms, or other identifiers, including the word GoSite, Gosite Pricing, www.GoSite.com, GoSite websites, GoSite Sites, GoSite Payments, GoSite Review Manager, GoSite Placement, GoSite CRM, GoSite Contact Hub, GoSite Engagement, GoSite Booking, GoSite Messenger, and/or any other trademark or brand name of GoSite or any variations or misspellings of any of these words (“Prohibited Keywords”) or otherwise receive any paid search results using the Prohibited Keywords. Referral Partner will enable negative keyword matching for all Protected Keywords. Referral Partner will not use Prohibited Keywords in any display URL content. Referral Partner may not direct link to a GoSite sales page from any paid advertising.

6. Limited License to Link to GoSite website
Upon acceptance into the GCP, Referral Partner will have access to the logos and graphics for graphical/textual Links and GoSite grants Referral Partner a limited, revocable, non- transferable, non-exclusive license during the term of this Agreement to post on each of Referral Partner's Sites that have been approved by GoSite in advance, graphical/textual Links (only as approved by GoSite) to the GoSite Site and to direct visitors to the GoSite Site in accordance with the terms and conditions of this Agreement.

Referral Partner's use of the GoSite graphical and textual Links provided in connection with the GCP must comply with the following:

● The Link between the Referral Partner's Site and GoSite Site must be a direct Link (e.g., no interstitials, pop-up windows or redirects);

● The Link between the Referral Partner's Site and GoSite Site may not be framed or co-branded by Referral Partner;

● The Link between the Referral Partner's Site and GoSite Site may not contain any trojan horses, spyware, worms, time bombs, viruses or other harmful programming routines;

● The Link must incorporate a unique “tag” provided by GoSite in order to permit accurate tracking, reporting and credit for Channel Program Commission payments; and

● The Referral Partner must ensure that each of the Links between its Site and the GoSite Site properly utilizes the GoSite tagged link format. Referral Partners will only earn Channel Program Commissions with respect to activity on the GoSite Site occurring directly through a tagged Links.

GoSite will not be liable to pay Referral Partner for Qualified Sales that are received from untagged Links.

7. Advertising Rules and Restrictions
Referral Partner shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and comply with all applicable data privacy rules and regulations, and all guidelines issued by the FTC. Referral Partner is solely responsible for ensuring Referral Partner’s compliance with all laws. GoSite retains the sole and exclusive discretion to determine whether Referral Partner’s advertising and conduct is in compliance with all laws.

Referral Partner must plainly display on its Sites advertising GoSite products and Services a disclosure that Referral Partner is a marketer of GoSite as follows:

“We are a participant in the GoSite Channel Program, a marketing program designed to provide a means for us to earn fees by linking to GoSite.com and affiliated sites.”

Any links or ads placed in social media must clearly identify GoSite as the destination website and may not misrepresent or alter our new customer offer in any way. Any violations may result in immediate termination from the program without notice. Referral Partners may only use coupons and promotional codes, if any, that are provided exclusively through the GCP. Referral Partner's Site must have bona fide content. Referral Partner may offer visitors information and materials of tangible value, provided Referral Partner accurately describes and actually delivers such offerings to the visitor.

If Referral Partner engages in email marketing it must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) Recipient opt-in date; (b) Registration source; (c) First name; (d) Last name; (e) E-mail address; (f) Privacy Policy of source site; and (g) Any other information collected.

Referral Partner must notify GoSite of any complaint received by Referral Partner regarding any advertisements security or privacy issues within twenty-four (24) hours of receiving such complaint. Notice should be sent to ChannelPartnerl@GoSite.com.

Under GCP, Referral Partner shall not:

● make or publish any statement, claim, representation or warranty about GoSite products or services that are inconsistent with or beyond the scope of GoSite marketing materials available from the PartnerStack Platform or otherwise authorized in writing by GoSite for Referral Partner use;

● misrepresent the services provided by GoSite or the services offered by the GoSite website (including any guarantees regarding use of the services);

● make any public disclosure with respect to this Agreement or its participation in the GCP

● imply any type of affiliation or relationship with GoSite, other than that of an advertiser;

● misrepresent its relationship with GoSite (including any implication that GoSite sponsors, supports or endorses Referral Partner) publish or distribute advertising by telemarketing, fax, or text messaging in any form to any device;

● solicit visitors by pop-up advertisements; or

● provide cash, points or gifts to entice visitors as an incentive to complete an action on the GoSite Site

8. Qualified Sales/Commissions
GoSite reserves the right to cap the maximum number of Qualified Sales that it will receive from Referral Partner in a single calendar day. GoSite reserves the right to adjust the cap at any time and such adjustments may be communicated to Referral Partner via e-mail. In any event, the Referral Partner will adjust the cap within 1 business day.

GoSite will only pay a Channel Program Commission for “Qualified Sales” that meet all of the following conditions:

● It must not be a sale to the Referral Partner or its employees or agents;

● It must originate from a lawful click on an approved GoSite advertisement (GoSite' approved text link, banner advertisement or other approved method of creating a hyperlink between Referral Partner's Site and the GoSite Site) posted on the Referral Partner's Site, which operates as a textual/graphical hyperlink to a GoSite Site;

● It must be received by GoSite during the term of this Agreement, prior to termination; and

● It must result in a sale of a GoSite product, with no less than 31 days of active account status, and payment received by GoSite.

A Qualified Sale is disqualified whenever it occurs in connection with a violation of this Agreement or any other terms, conditions and policies that GoSite may issue from time to time that apply to the GCP. Referral Partner shall not submit non-bona-fide leads.

Although PartnerStack may track and calculate the lead submissions in accordance with the Program, determination of whether the lead submission has resulted in a Qualified Sale shall be made by GoSite.

Commissions will be paid by GoSite to PartnerStack and PartnerStack shall process and distribute commissions, less fees, in accordance with Your PartnerStack Terms of Use. GoSite may chargeback to Referral Partner (e.g., debit or offset from any amounts owed) any Channel Program Commissions paid or credited to Referral Partner with respect to sales that were not Qualified Sales, were procured fraudulently or as a result of any violation of this Agreement or applicable law or were paid in error; the Referral Partner hereby consenting to the same. Disputes regarding commissions or fees should be submitted in accordance with PartnerStack’s Terms of Use.

If fraud is detected, your account will be made inactive pending further investigation. In addition, in the event that you have already received payment for fraudulent activities, Company reserves the right to seek credit or remedy from future earnings or to demand reimbursement from you.

Other than the payment of the Channel Program Commission, Referral Partner shall have no claims to any additional compensation, commissions or business derived by or through Qualified Sales. GoSite may, from time to time, propose special offers, which will be subject to a separate written agreement between GoSite and the Referral Partner.

9. Representations, Warranties and Covenants
Referral Partner represents and warrants that:

● The Referral Partner is duly organized, validly existing, and in good standing under the laws of the state or country of Referral Partner's origin;

● The Referral Partner has all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;

● The Referral Partner has no prior or pending government investigations or inquiries of it by any federal or state governmental agency or any regulatory authority anywhere in the world which relate to any violation of consumer protection or advertising laws or any civil claims brought against the Referral Partner which relate to false advertising, unfair competition, or privacy;

● The Referral Partner has established and implemented commercially reasonable practices and procedures and will continue to perform spot checks or audits to ensure that full compliance with all federal, state and local laws and regulations;

● The Referral Partner will promptly notify GoSite, in writing, if it receives any complaints or notices from any governmental agencies (including any third party claims asserted in state or federal courts) referencing a violation of any federal, state and local laws and regulations and particularly, any complaint regarding the privacy or security of data;

● The Referral Partner will perform a full investigation, within forty-eight (48) hours of receipt of a request, If either party receives an inquiry or complaint from a governmental agency (including any third party claims asserted in state or federal courts) relating directly to any data use and/or protection provisions, whether federal, state, or local statute or regulation; or for providing information that was procured through fraud, identity theft or any illegal or illicit means to determine the merits of the inquiry or complaint;

● Referral Partner shall post and maintain on its Site involved in the GCP during the term of this Agreement a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. The privacy policy and data protection mechanisms used in support of the policy must comply with all data privacy and protection regulations which apply within the countries where the Referral Partner conducts business.

10. Disclaimer of Warranties and Limitation of Liability
GoSite does not make any representation, warranty, or covenant regarding the amount Referral Partner can expect to earn at any time in connection with the GCP, and GoSite will not be liable for any actions Referral Partner undertakes based on its expectations. GOSITE MAKES NO WARRANTIES WITH RESPECT TO GCP AND ITS RELATED MATERIALS, ANY OFFERINGS MADE THROUGH GCP, OR AS TO THE CONTINUATION OF OFFERINGS THROUGH GCP.

ALL OFFERS AND ADVERTISEMENTS THROUGH GCP SHOULD BE CONSIDERED LIMITED TIME OFFERS. THE GCP, DESTINATION SITE IS PROVIDED ON AN “AS IS” BASIS. GOSITE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, CONCERNING THE ACCURACY, SECURITY, PERFORMANCE OR FUNCTIONALITY OF THE DESTINATION SITE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE DESTINATION SITE WILL BE ERROR OR VIRUS-FREE OR THAT SERVICE WILL BE UNINTERRUPTED) AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT. THE DESTINATION SITE IS SUBJECT TO CHANGE AT ANY TIME IN GOSITE’S SOLE DISCRETION.

GOSITE SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY DAMAGES OR SPECIAL DAMAGES, LOST PROFITS, LOST OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF GoSite HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. GOSITE’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL CHANNEL PROGRAM FEES PAID BY REFERRAL PARTNER UNDER THE CHANNEL PROGRAM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED

11. Term and Termination
Referral Partner acknowledges and agrees that by submitting its application, which may include clicking an acceptance box, the effective date of this Agreement will be the date on which Referral Partner submits its application. The term of this Agreement shall be month-to-month, unless and until either party notifies the other in writing, with seven days advance notice, that such party desires to terminate the Agreement.

GoSite may terminate this Agreement or suspend your Account immediately, without penalty, in the event that Referral Partner:

● is in material breach of this Agreement;

● GoSite believes in its sole discretion that it may be subject to potential claims or liability related to your participation in the GCP;

● GoSite believes in its sole discretion that its brand or reputation may be harmed by your participation in the GCP;

● GoSite believes in its sole discretion has engaged in any deceptive, fraudulent or illegal activity in connection with the GCP;

Upon termination of this Agreement for breach, GoSite will be released from all obligations and liabilities owed to Referral Partner. For purposes of notification of termination, delivery via email is considered a written and immediate form of notification.

Termination of this Agreement will not relieve Referral Partner from any liability arising from any breach of this Agreement. Notwithstanding the foregoing, the rights and obligations of the parties that by their nature should survive the Agreement including but not limited to the sections related to payment, warranties, remedies, indemnification, and confidentiality, will survive this Agreement

Unless otherwise stated, upon termination of this Agreement:

● Qualified Sales obtained through Referral Partner's efforts shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;

● Referral Partner shall not be entitled to Channel Program Commissions for Qualified Sales delivered after the date of termination;

● Referral Partner shall be entitled only to unpaid and undisputed Channel Program Commissions, earned by Referral Partner prior to the date of termination;

● all rights and licensees granted to Referral Partner shall immediately terminate and, as such, Referral Partner will promptly cease all uses of any trade names, trademarks, service marks, logos and other designations of GoSite or GCP; and

● Referral Partner shall return to GoSite any GoSite Confidential Information, and all copies thereof, in its possession, custody and control.

12. Indemnity
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOSITE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF REFERRAL PARTNER’S SITE (INCLUDING REFERRAL PARTNER’S USE OF ANY PARTNERSTACK SERVICE OFFERING) OR VIOLATION OF THIS AGREEMENT.

Referral Partner shall defend, indemnify, and hold GoSite (and its directors, officers, employees, representatives, parents, affiliates and subsidiaries) harmless from and against any and all claims, liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with Referral Partner’s:

● violation of this Agreement or any GCP policies;

● breach or failure to perform under its PartnerStack agreement; and

● violation of any applicable law or the unauthorized use of the rights of a third party (including without limitation, GoSite Marks, website, materials or GCP.)

13. Confidential Information
Referral Partner acknowledges that, during the term of this Agreement, it may receive non-public information relating to customers, business, operations or underlying technology of GoSite (“Confidential Information.”)

Referral Partner shall not use Confidential Information for purposes other than necessary for your performance under this Agreement and shall ensure that all persons or entities who have access to Confidential Information in connection with your GCP account will be made aware of and will comply with the obligations in this provision. Referral Partner shall not disclose Confidential Information to third parties without the prior written consent of GoSite and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties. Should Referral Partner be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of the legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, Referral Partner shall give prior written notice of such disclosure to GoSite; and use its best efforts to limit such disclosure to only that information which is required to be disclosed. Referral Partner's obligation to not disclose or use Confidential Information shall survive the termination of this Agreement.

Notwithstanding any other provision of this Agreement, GoSite shall be the sole owner of all names, addresses, transaction data and other non-public personal information gathered on the GoSite Site and through the Link to the GoSite Site.

Once a visitor clicks on the Link to the GoSite Site, thereby requesting to establish a direct Link to the GoSite Site, Referral Partner shall not employ any means, method or device (including, but not limited to, spyware or cookies) to monitor, track or record information regarding the visitor's usage on the GoSite Site.

All information or data contained in or transferred via the Link between the Referral Partner's Site and the GoSite Site shall be deemed confidential information belonging to GoSite. All visitors that use the GoSite Site shall be subject to additional terms and conditions posted on the GoSite Site and shall be subject to the privacy policy posted on the GoSite Site.

Referral Partner's Site shall employ its best efforts to safeguard and protect visitor information from loss, misuse and unauthorized disclosure.

14. Additional Terms
● Assignment: Referral Partner shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of GoSite. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void. Otherwise, the Agreement shall be binding upon and inure to the benefit of both parties and their successors and permitted assigns.

● Severability: The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.

● Waiver: No delay or failure by GoSite in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

● Equity: The rights and remedies of GoSite are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Referral Partner acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy.

● Construction: This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.

● Modification: GoSite reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time, and such changes will be effective immediately upon being posted on the PartnerStack Platform. If any modification is unacceptable to Referral Partner, Referral Partner's sole recourse is to terminate this Agreement. Referral Partner's continued participation in GCP after modification to the terms and conditions of this Agreement constitutes Referral Partners binding acceptance to the change.

● Choice of Law and Venue: This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Arizona. Any action to enforce this Agreement shall be brought in the Arizona federal courts (i.e., for the Eastern District of Arizona) or state courts (for the County of Maricopa), the parties hereby by consenting to such exclusive jurisdiction and venue.

● Notice: Official notices should be sent to GoSite via certified mail to: GoSite, Inc. 2815 Camino Del Rio S., Suite 300, San Diego 92108. Notices for termination can be sent via email at ChannelPartners@GoSite.com.

● Independent Contractor: Participation in GCP does not constitute an employment, broker or agency relationship, between Referral Partner and GoSite, nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.

Last Updated October 2020.