goodAds.ai Partner Terms And Conditions

This Referral Partner Program Terms and Conditions document (the "Agreement") is a binding agreement between goodAds.ai, registered as Not George Technologies Inc, 4792 SW Fairview Blvd, Portland, OR 97221, USA (also "goodAds.ai," the "Company," "we," "us" or "our") and you, the business entering into this Agreement ("Referral Partner") (collectively "the Parties"). This Agreement governs your participation in the goodAds.ai Referral Partner Program as further described herein (the "Program").

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS ARBITRATION PROVISIONS AND LIABILITY LIMITS, AMONG OTHER CLAUSES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE, PROVINCE, OR COUNTRY OF RESIDENCE. YOU MAY NOT PARTICIPATE IN THE PROGRAM IF YOU DO NOT ACCEPT THIS AGREEMENT. To enroll in the Program, the Referral Partner must accept these terms and conditions.

1. Purpose. Company is in the business of offering SaaS design tools and analytics to businesses for their e-commerce activities. Referral Partner is in a position to refer prospective customers to Company. This Agreement provides the terms and conditions under which Referral Partner will do so as part of the Program.
2. Referral Arrangement. By accepting this Agreement and participating in the Program, Referral Partner may, from time to time, refer new prospective customers (the "New Customers") to Company on a non-exclusive basis. Company will pay Referral Partner a Referral Fee for each Successful Referral. A "Successful Referral" occurs where: (a) a New Customer signs up for goodAds.ai services directly using Referral Partner's dedicated "Referral Partner Link" provided by Company and (b) the New Customer converts to a paid goodAds.ai account directly following the New Customer's access to goodAds.ai services following the use of the dedicated Referral Partner Link to Company. A referral will only be a "Successful Referral" if the New Customer is not a customer that (i) Company has already contracted with or contacted about its services or (ii) has already been referred to goodAds.ai by a third party.
3. Referral Fee. For each Successful Referral, Company shall pay Referral Partner a payout based on the subscription fees for each New Customer that Referral Partner refers. Unless otherwise agreed by the Parties, the payout per each Successful Referral shall only apply to the first twelve (12) months of subscription fees received from such Successful Referral (less any returns or refunds), regardless of how long the Successful Referral remains a goodAds.ai customer.
4. Payments. A clear record of partner payments due to the Partner via goodAds.ai's Partner Program is maintained by the Partner in a shared Google Drive folder, to be paid by goodAds.ai within twenty (20) days of the interval or term agreed upon, once an invoice is generated by the Partner and emailed to goodAds.ai. goodAds.ai may delay Referral Partner payments until after the expiration of the money-back guarantee or other return periods for the associated Successful Referral. Referral Partner must keep all information updated and complete to receive proper payments. Payments returned due to incorrect payment email addresses or other incorrect information will not be repaid. The Parties agree that records and payments will be deemed complete, incontestable, and final twelve (12) months after the applicable Successful Referral occurs.
5. Relationship of the Parties. Referral Partner is an independent contractor of Company and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee, or agency relationship between Company and Referral Partner for any purpose. Referral Partner has no authority (and shall not hold itself out as having authority) to bind Company and Referral Partner shall not make any agreements or representations on Company's behalf. Each Party is solely responsible for paying all of its own costs and expenses related to this Agreement or any activities associated with the same.
6. Term. This Agreement commences on the date Referral Partner joins the Program and continues until terminated by one of the Parties pursuant to Section 8.
7. Confidentiality. During the course of this Agreement, it may be necessary for either Party to share proprietary and/or confidential information with the other Party, including but not limited to trade secrets and non-public industry knowledge ("Confidential Information"). Each Party will not share any Confidential Information belonging to the other Party with any third party at any time. Referral Partner will also not use any Company Confidential Information for Referral Partner's or a third party's benefit at any time. This section survives termination of this Agreement.
8. Termination. This Agreement may be terminated at any time by: (a) either Party upon thirty (30) days written notice to the other Party, or (b) by Company immediately upon notice if Referral Partner breaches any provision of this Agreement. If Company terminates the Agreement, payment obligations for Successful Referrals shall survive for a period of one (1) month after termination; provided that Referral Partner is only entitled to Referral Fees for New Customers referred through a Successful Referral sent prior to the effective date of termination.
9. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement and that each Party shall comply with all applicable laws, rules, and regulations and will not violate or infringe any third-party rights in performing rights and obligations under this Agreement. Referral Partner further represents and warrants that:

   a) it will comply with all laws, rules, and regulations;

   b) it will conduct itself ethically and refer only bona fide New Customers to Company. You cannot self-refer, meaning Referral Partner fees only result from transactions done by other people using your link;

   c) it will not infringe or otherwise violate any third-party right;

   d) its website will not be identical, copied in any way, nor mirror the look and feel of Company site; Referral Partner cannot create an impression that its site is Company website or mirror any part of Company site;

   e) it will not engage in behavior that is fraudulent, abusive, or harmful to Company site or Program at Company discretion;

   f) it may not engage in cookie stuffing or include pop-ups or inaccurate/misleading links on its website; Referral Partner will not attempt to mask referenced URL information;

   g) it will not use redirects to bounce a click from a domain that did not originate the click to make it appear as though the click came from that domain. If Referral Partner is found redirecting links to hide/manipulate the original source, unpaid fees may be void and account may be terminated. This excludes normal out redirects from the same domain where the referral link is placed;

   h) it will comply with all usage terms (including Site Rules) in Company's Terms of Service, available at https://goodads.ai/terms, incorporated by reference;

   i) it must only use branded ad copy, content, and media provided by Company. Any ad copy, content, or media not provided by Company must be approved by Company prior to use.

10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL goodAds.ai, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE PROGRAM OR ANY PRODUCT OR SERVICE PROVIDED BY goodAds.ai. UNDER NO CIRCUMSTANCES WILL goodAds.ai BE RESPONSIBLE FOR DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PROGRAM OR YOUR ACCOUNT OR INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL goodAds.ai, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS IN AN AMOUNT EXCEEDING $200.
11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTY AS TO RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE PROGRAM. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS PROVIDED "AS IS" AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. COMPANY DOES NOT MAKE REPRESENTATIONS REGARDING COMPENSATION OR BENEFITS REFERRAL PARTNER WILL RECEIVE.
12. FTC Endorsement Compliance. goodAds.ai requires Referral Partners to comply with applicable laws, regulations, and guidelines regarding advertising and marketing, including the Federal Trade Commission (FTC) Endorsement Guides requiring disclosure of advertiser-sponsor relationships. Referral Partner materials (emails, websites, blogs, etc.) must clearly disclose that you are receiving compensation for referred customers. Company reserves the right to withhold Referral Fees and terminate this relationship if Referral Partner does not comply.
13. No License Grant. Nothing in this Agreement grants Referral Partner any license or right under any Company intellectual property rights by implication, estoppel, or otherwise. Except as expressly permitted, Referral Partner shall not use the goodAds.ai trademark, name, logo, links, licensed materials, or similar terms without prior written permission; use Company IP in domain names, paid search, metatags, or advertising; or act in any way causing confusion regarding Company IP. Unauthorized use may constitute infringement and may subject Referral Partner to damages and legal fees.
14. Pay-per-click (PPC) restrictions. Unless Company first gives written permission, Referral Partner agrees to:

    a) not bid on restricted terms for search/content campaigns on Google, Bing, Yahoo, Capterra, Facebook, or similar networks;

    b) "Restricted Terms" include goodAds.ai, Not George Technologies Inc., goodAds.ai coupon, goodAds.ai discount code, goodAds.ai discount, goodAds.ai promo code, goodAds.ai sale, goodAds.ai promo, goodAds.ai sales, and goodAds.ai deals;

    c) not use restricted terms, including misspellings/variants, in sequence with other keywords;

    d) not use restricted terms in ad title, copy, display name, display URL, domain, or subdomain;

    e) not direct PPC advertisement links directly to Company site or use redirects producing the same result; users should go to a genuine page on Referral Partner site;

    f) if PPC campaigns are automated, exclude Company trademark terms and add them as negative keywords.

15. Social Media Restrictions. When promoting the Program on Facebook, Twitter/X, Instagram, YouTube, and other social platforms, Referral Partner agrees:

    a) only promote Program links on Referral Partner's own social pages;

    b) not post referral links on Company social media accounts/pages to convert them into referral sales;

    c) not create social media accounts using Company trademark in page name and/or username.

16. Severability. If any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed and all remaining provisions continue in full force and effect.
17. Waiver. Failure by either Party to exercise any right, power, or privilege under this Agreement shall not be construed as a waiver of future exercise of that right, power, privilege, or any other right.
18. Force Majeure. Neither Party is responsible for failure or delay caused by acts of war, hostility, sabotage, acts of God, electrical/internet/telecom outages not caused by the obligated Party, government restrictions, or other events outside reasonable control. Each Party will use reasonable efforts to mitigate impacts.
19. Governing Law and Jurisdiction. The Program is deemed based solely in Oregon and a passive program that does not create personal jurisdiction outside Oregon. This Agreement is governed by the laws of Oregon, excluding conflict of law principles. Arbitration under this Agreement is governed by the Federal Arbitration Act (9 U.S.C. sections 1-16). The U.N. Convention on Contracts for the International Sale of Goods is excluded. You agree to personal jurisdiction in Multnomah County, Oregon courts for injunctive/equitable relief and agree that Multnomah County, Oregon is the proper forum for arbitration appeals or trial proceedings if arbitration is found unenforceable.
20. Non-Disparagement. By participating in the Program, Referral Partner agrees not to disparage or denigrate Company orally or in writing, and that neither Referral Partner nor anyone acting on its behalf will publish, post, release materials, make speeches, interviews, or public statements mentioning Company, its operations, clients, employees, products, or services without prior written consent of Company.
21. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES AND LIMITS HOW YOU CAN SEEK RELIEF FROM goodAds.ai. For any dispute, you agree to first contact us at admin@goodads.ai and attempt informal resolution. If unresolved after sixty (60) days, each Party agrees to binding arbitration by JAMS under Optional Expedited Arbitration Procedures (unless otherwise provided herein). JAMS: www.jamsadr.com. Arbitration is conducted in Multnomah County, Oregon unless otherwise agreed. Each Party is responsible for JAMS filing, administrative, and arbitrator fees per JAMS rules. The award may include arbitration costs, reasonable attorneys' fees, and witness costs. Judgment may be entered in any court of competent jurisdiction. Nothing here prevents Company from seeking injunctive/equitable relief for data security or intellectual property threats.
22. No Class Action and Jury Trial Waiver. FOR ALL PERSONS AND ENTITIES, ALL CLAIMS MUST BE BROUGHT IN INDIVIDUAL CAPACITY, NOT AS PLAINTIFF OR CLASS MEMBER IN CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDINGS. THIS WAIVER APPLIES TO CLASS ARBITRATION. UNLESS OTHERWISE AGREED, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. BY ENTERING THIS AGREEMENT, YOU AND goodAds.ai WAIVE THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN CLASS/COLLECTIVE/REPRESENTATIVE PROCEEDINGS.
23. Limitations. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER IT ARISES OR IT IS FOREVER BARRED.
24. Assignment. Referral Partner shall not assign, transfer, or delegate rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without prior written Company consent. Company may freely assign this Agreement.
25. Notice. Notice to Referral Partner may be given by notification within the payment provider portal and/or email to the address provided to Company, and is effective when given. Notice to Company may be given to admin@goodads.ai and is effective when received.
26. Entire Agreement. The Parties agree this Agreement (as supplemented by the TOS) is the entire agreement between the Parties and supersedes prior agreements related to the Program or any commission-based program. goodAds.ai may amend this Agreement from time to time based on Program changes, in which case the new Agreement supersedes prior versions. goodAds.ai will notify Referral Partner of material changes by email referencing the latest version. The Parties may also modify this Agreement via an amendment signed in ink or electronically.