This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Grammarly.com ("Grammarly.com", “Grammarly”, “our”, “us”, or "we"), and the party submitting an application to become a Grammarly.com affiliate ("you" or "Affiliate") (each, a “Party” and together, the “Parties”). The terms and conditions contained in this Agreement apply to your participation in Has Offers (grammarly.hasoffers.com), Commission Junction, Partner Stack, or Share-A-Sale (each, an "Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by Grammarly.com or a third party (each such third party a "Client") and may link to a specific website for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and, if so, are incorporated, into and made a part of, this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

You must submit an Affiliate Program application from our website or within the applicable Affiliate Program website. You must accurately complete the application to become an Affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or your contact information. After we review your application, we will notify you of your acceptance or rejection into the Affiliate Program, generally within two (2) business days of our receipt of your application. We may accept or reject your application in our sole discretion for any reason.

Subject to our acceptance of you as an Affiliate and your continued compliance with the terms and conditions of this Agreement, Grammarly.com agrees as follows:

We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (each, a “Link”, and collectively, the "Links") which you may display on websites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). For Grammarly Business customers, Media may include forms that can be used to submit leads directly into applications such as Salesforce or other systems that may be utilized by Grammarly from time to time. The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.

We will pay Affiliate for each Qualified Action (the "Commission"), provided the Affiliate is not a non-profit organization pursuant to Section 501(c) of the Internal Revenue Code. A “Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Grammarly.com, (v) is not refunded as requested by the customer or due to a chargeback, and (vi) is not later determined by Grammarly.com to be fraudulent, incomplete, unqualified, or a duplicate.

Additionally, for the Grammarly Individual Consumer Affiliate program, there are two (2) types of Qualified Actions that can earn an Affiliate a commission: An Account Sign-Up and a Purchase. An “Account Sign-Up” is defined as the occurrence of an individual non-user creating an account on Grammarly.com or the Grammarly Mobile application by providing a valid email address that does not already exist in the Grammarly database. A “Purchase” is defined as a consumer user that upgrades to a paid Grammarly subscription. In order to qualify as a Qualified Action, both the Account Sign-Up and the Purchase must occur within ninety (90) days of the user’s first visit to Grammarly.com or to the Grammarly Mobile App via an Affiliate link. Note that Affiliate must be specifically opted into the Consumer Affiliate program to qualify. In the event that a user clicks on content from 2 separate affiliates, the last click that leads to the user conversion will receive the transaction credit.

For the Grammarly Business Affiliate program, there are three types of qualified actions: 1) Self-Serve Purchase action: Earn a Commission for each paying Grammarly Business customer with up to one hundred forty-nine (149) seats. Qualified customers must create and pay for an account via our self-service portal using a credit card. Commission is earned if the customer continues with their Grammarly Business account following their free trial. 2) Qualified Referred Lead action: Earn a Commission for every Qualified Grammarly Business referral of at least one hundred fifty (150) seats. Potential customers requiring more than one hundred fifty (150) seats will be introduced to a Grammarly sales team member. If a proposal is sent to a customer after the customer has been vetted by Grammarly, the Affiliate may earn a commission. 3) Closed Won Sale: Earn a Commission for each paying Grammarly Business customer of at least one hundred fifty (150) seats. If a customer accepts and moves forward with the proposal generated by the Grammarly Sales team, earn a Commission when the sales team marks the account as “Closed Won.” Note that Affiliate must be specifically opted into the Grammarly Business Affiliate program to qualify.

Additionally, any promotion of Grammarly or Grammarly products via Craigslist, Picoworkers.com, Micoworkers (or any similar gig site) is strictly prohibited. Affiliates also do not have permission to engage in network-to-network brokering or offering Grammarly or Grammarly products via incent strategies and placements. No phone or call center sales are permitted. There are NO exceptions to these guidelines. Anyone in breach of these restrictions will be immediately removed from the Grammarly Affiliate Program and prohibited from rejoining in the future.

Grammarly.com may chargeback fraudulent leads if such leads are returned to Affiliate within thirty (30) business days following the end of the month in which such leads were generated. Fraudulent leads are defined as any lead that is: (i) generated by means of any device, program, or robot; (ii) generated using stolen credit cards; or (iii) created by Affiliate or any third party , directly or indirectly, for the purpose of artificially inflating commissions payable to Affiliate.

Notwithstanding anything to the contrary, in the event the Qualified Actions, in Grammarly’s sole reasonable opinion, do not convert into additional revenue for Grammarly at a rate substantially similar to Grammarly’s average conversion rate, then Grammarly may withhold payment of the Commission for an additional thirty (30) calendar day period, during which Affiliate will reasonably assist Grammarly in Grammarly’s investigation to determine whether the Qualified Actions are legitimate. If, in Grammarly’s sole reasonable opinion, Grammarly determines that the Qualified Actions are not legitimate, then Affiliate’s entitlement to the applicable Commission will be voided. Grammarly reserves the right to pause or terminate an Affiliate’s campaign if Affiliate traffic is deemed low-quality based on rate of user upgrades relative to other marketing channels.

Promotional offers cannot be combined with other performance incentive bonuses. If multiple bonus or promotional offers coincide, Affiliate will receive the bonus or promotional offer that is the greatest value for which they qualify.

New Grammarly.com Affiliates (Affiliates receiving payment on their first Invoice) accessing links via grammarly.hasoffers.com or from within the Affiliate Program are paid within twenty (25) days following the end of the month in which the Commission is earned. Grammarly.com shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Grammarly.com at its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Grammarly.com in writing and in sufficient detail within thirty (30) days of the date of the invoice. If Affiliate does not dispute the invoice as set forth in the preceding sentence, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Grammarly.com with Affiliate's reports within three (3) days following the end of the calendar month, and if Grammarly.com's and Affiliate's reported statistics vary by more than ten percent (10%) and Grammarly.com reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Grammarly.com and Affiliate agree to work together in good faith to reconcile the discrepancy. If the Parties are unable to arrive at a reconciliation, then Grammarly.com's numbers shall control.

If Affiliate has an outstanding balance due to Grammarly.com under this Agreement or any other agreement between the Affiliate and Grammarly.com, whether or not related to the Affiliate Program, Affiliate agrees that Grammarly.com may offset any such amounts due to Grammarly.com from amounts payable to Affiliate under this Agreement.

Affiliate also agrees to:

Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Grammarly.com informs you that it considers objectionable (collectively, "Objectionable Content").

Not make any representations, warranties, or other statements concerning Grammarly. com or Client or any of their respective products or services, except as expressly authorized herein. Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Grammarly.com or Clients or a part of the Program Web Site, without our prior written consent.

Comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) laws, rules, and regulations as they relate to your business, your Media, or your use of the Links. Comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks.

Always prominently post and make available to end users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly, accurately, and completely discloses all information collection, use, and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Grammarly.com and Clients for use as intended by Grammarly.com and Clients.

Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Grammarly.com or Client, or as required by applicable laws regarding such Offers.

Make sure to not place Grammarly.com ads on any online auction platform (i.e. eBay, Amazon, etc).

Give Grammarly.com the right to terminate Affiliate’s Grammarly.com affiliate account if there is inactivity during any twelve (12) month period, which includes but is not limited to (i) no impressions, clicks, leads, or sales generated, (ii) not responding to emails from the Grammarly.com Affiliate Marketing Manager, or (iii) having an incomplete account profile. If account is terminated, any unpaid Commissions will be paid out, regardless of whether applicable thresholds have been met.

Give Grammarly.com the right to terminate Affiliate’s Grammarly.com Affiliate account and void all Commissions earned if Affiliate fails to provide legitimate and proper payment details (e.g. working Payoneer address, mailing address, direct deposit information, etc).

Should Affiliate choose to leave the Affiliate Program, Affiliate shall notify Grammarly.com by email to: affiliate_mktg@grammarly.com. Any amount due to Affiliate that is twenty-five United States Dollars ($25) or greater will be paid during the immediately subsequent billing cycle. Failure to notify Grammarly.com of program departure will result in any payment due to Affiliate being forfeited unless the amount is over one hundred United States Dollars ($100).

The following additional program-specific terms shall apply to any promotional programs set forth below:

Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Grammarly.com in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.

Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose website or business model involves content containing Objectionable Content. All Third-Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Grammarly.com the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program and terminate their access to future Offers of Grammarly.com in the Network upon written notice from Grammarly.com. Unless Grammarly.com has been provided with all truthful and complete contact information for a Third-Party Affiliate and such Third-Party Affiliate has affirmatively accepted this Agreement as recorded by Grammarly.com, Affiliate shall remain liable for all acts or omissions of any Third-Party Affiliate.

Affiliates may not use any coupon code, promotion code, coupon, promotion or deal that is not expressly provided to them via the Grammarly.com Affiliate Program portal (s) (Commission Junction, Partner Stack, ShareASale and Has Offers). Any installs and/ or sales using such materials will be voided with commissions revoked.

Indemnify, defend, and hold harmless Grammarly, and its officers, directors, shareholders, employees, affiliates, subsidiaries, from and against any and losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from third party claims, suits, causes of action, or controversies alleging Affiliate’s breach of any of its representations or warranties herein or any other violation of its obligations under this Agreement.

You may not use the trademarked names “Grammarly” and/or “Grammarly.com” in any manner, including keyword bidding on search engines or any variation or misspellings thereof, in metatags or to direct traffic to any website other than our website. You may not use “Grammarly” and/or “Grammarly.com” in any manner or any variation or misspellings in your domain name.

You may not bid on any keyword or keyword string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our Trademarks (see the list of protected SEM bidding keywords below):

grammarly, www.essayrater.com, www.grammarly.com, essayrater.com, grammarly.com, essay rater, grammarly, sentenceworks, essayrater, gramarly.com, gramarly

Additionally, we prohibit bidding on the following non-brand keywords:

gramerly, gramerly.com, grammerly, grammerly.com, plagiarism checker, grammar check, plagiarism check, free plagiarism checker, plagiarism, grammar checker, grammar, plagiarism checker free, grammar check free, proofreading

In order to bid on brand term-discount term concatenations (i.e. Grammarly coupon, grammarly discount, grammarly deal, and variations thereof), you must obtain written consent from Grammarly's affiliate marketing team at: affiliate_mktg@grammarly.com

You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Grammarly or any of its affiliates or subsidiaries shall be held by you in strict confidence and shall not be utilized, directly or indirectly, by you for any purpose other than the participation in the Affiliate Program. Confidential Information shall not include information that is generally known or available to the public through a source other than disclosure by Affiliate. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that is competitive with the Affiliate Program, or assist another party, directly or indirectly, to do the same.

Affiliate shall not use Grammarly’s name or logo, or refer to Grammarly in any marketing materials, without Grammarly’s prior written approval in each instance. Such approval shall be in Grammarly’s sole discretion and revocable at any time.

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, cause of action, or controversy arising out of or relating to this Agreement may only be brought in the State Courts located in San Francisco County, California or the Federal District Court for the Northern District of California, and Affiliate agrees to the exclusive personal jurisdiction of such courts. This Agreement may not be assigned by Affiliate without Grammarly’s prior written consent. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of Grammarly by any court or other governmental or judicial authority by reason of Grammarly having or being deemed to have structured or drafted such provision.