This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between, Guri Technologies (Thailand) Co., Ltd. (“Guri”) and you, regarding your application to and participation in, the Guri Affiliate Program (the “Affiliate Program”) as an affiliate of Guri (an “Affiliate”), and the establishment of links from your website to our website, https://guri.me
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE Guri TERMS AND CONDITIONS.
“Affiliate” – The business, individual, or entity applying to or participating in the Affiliate Program, or that displays Guri’s products and services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Guri for sales directly resulting from such display.
“Affiliate Console” – The Affiliate Console is used by Affiliates to track commissions, view reports, and update contact information and payment preferences.
“Affiliate Site” – The Affiliate’s website which displays Guri’s Products and Services and/or promotions.
“Guri’s Products and Services” – Products and services directly produced and sold by Guri, such as Guri Prime membership. Guri partners’ products and services are not included.
“Commission Fees” – The amount you will be paid for each Qualified Purchase by a Referred Customer subject to any applicable Commission Threshold and pursuant to the terms of this Agreement.
“Qualified Purchase” – A sale of Guri Products and Services by Guri, with a term of one (1) month, to a Referred Customer that is not excluded under Section 7.
“Referred Customer” – Each new and unique customer referred from Affiliate through a Link that provides valid account and billing information.To begin the enrollment process, you must submit a completed Affiliate Program signup form.
2. Enrollment in the Affiliate Program
A. To begin the enrollment process, you must submit a completed Affiliate Program signup form.
B. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website or promotional method is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is unlawful as determined in our sole discretion.
C. If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. Guri, in its sole discretion, reserves the right to reject or remove any prospective affiliate from the Affiliate Program at any time, with or without notice.
3. Promotion of Our Affiliate Relationship
A. Use of Links. If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a “Link” or collectively, as the “Links”). The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website or e-mail to Guri’s website. Unless expressly permitted by Guri, the Links are to be used on your website and you shall not distribute the Links to third parties to be posted on websites that you do not own. You agree to cooperate fully with us to establish, display and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. Guri may modify the Links from time to time at its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote Guri that are not approved in advance by Guri. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer’s knowledge (e.g. iframe).
B. Prohibited Activities. Except as permitted herein, you shall not and are not authorized to (i) use Guri’s trademark or other intellectual property, including without limitation, the Links (collectively, “Guri’s IP”) without Guri’s express prior written permission; (ii) use Guri’s name (or any variation or misspelling thereof or other terms that are confusingly similar to any of the foregoing) in a domain name, any metatags, advertising, search terms, code, or otherwise; or (iii) act in any way that causes or could cause any confusion concerning the source of, or your association with Guri’s Products and Services. Your use of Guri’s IP in any manner, other than as expressly permitted hereunder shall constitute an unlawful infringement of Guri’s intellectual property rights, and may subject you to liability (including potential treble damages for knowing or willful infringement), and the obligation to pay Guri’s legal fees and costs in connection with Guri’s enforcement of its rights.
C. Paid Search Policy. You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter, and Facebook:
- You are prohibited from bidding on any Guri trademarks, or any variations and misspellings thereof without Guri’s prior written approval. Examples of prohibited keywords are “Guri,” “Guri,” “Guri.me,” “www.Guri.me,” “Guri Wellness,” “Guri reviews,” “guriwellness,” “Guri Thailand”.
- You are prohibited from bidding on keywords containing Guri trademarks plus an additional term such as [Guri coupons], [Guri promotions], and [Guri promos]. Further, Affiliates are NOT permitted to broad or phrase match any of these keywords.
- You are prohibited from outranking Guri’s internal paid search ad on any keywords.
- You are prohibited from direct linking to Guri.me from any paid search ads.
- You are prohibited from using Guri.me as a display URL.
D. All materials, including without limitation, ad copy, coupons, and promotions on your Affiliate Site must accurately represent active and valid promotions. For example, you may not display an ad on your Affiliate Site for a promotion that has expired. We continue to monitor all paid search landscapes. If you are determined to be in violation of this section your participation in the Affiliate Program may be terminated. For more information on match types, please visit Google’s overview of match types.
E. Discounts and Coupons. You are not allowed to post any refunds, credits, or discounts on Guri Products and Services, or other content concerning Guri without Guri’s prior written consent in each instance. Affiliates may only use active coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the Guri website will in no way alter the look, feel, or functionality of the Guri website. Any violations of the terms surrounding links, coupons, refunds, credits, or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees.
4. Order Processing
Guri will process orders placed by Referred Customers who follow the Links from an Affiliate Site to Guri. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including Guri’s services, cancellation, processing, refunds, and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate Site and will make this information available to you. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.
5. Commission Determination; Qualified Purchases
A. Commission Fees will be calculated based on the commission rates stated on the Guri website for each Qualified Purchase (as defined herein) subject to commission accruing pursuant to Section 6 below. A “Qualified Purchase” does NOT include any of the following:
- A purchase by a Referred Customer that has transferred from any Guri partner or entity that owns, is owned by or is under common ownership with Guri.
- A purchase by a Referred Customer who is also associated with any Guri reseller, referral, or other program.
- A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
- A purchase that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an Affiliate Link.
- A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of Guri’s Terms of Service, or other applicable policies at the time the Commission Fees accrue.
- A purchase that Guri suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
- A purchase referred by an Affiliate that has an excessive cancellation rate as determined in Guri’s sole discretion.
- A purchase by a Referred Customer if the Referred Customer was offered or received refunds, credits, or discounts from the Affiliate.
- A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined in Guri’s sole discretion.
- A purchase by a Referred Customer who received a popup with a discounted offer, while leaving Guri’s website during their purchase.
- A purchase by a Referred Customer engaging in “Domain Speculation,” which is determined by the identification of two (2) web hosting accounts with the same Referred Customer’s name, email address, or other identifying characteristic as determined by Guri and/or the identification of two (2) or more web hosting accounts that have no content on their websites or have similar content, templates or formatting, as determined in Guri’s sole discretion.
- A purchase by a Referred Customer who, prior to such purchase, clicked through a Link established by another affiliate under this Affiliate Program.
- A purchase by a Referred Customer more than thirty (30) days after clicking through the Affiliate Link.
B. Guri reserves the right to withhold payment of Commission Fees to Affiliates who are new to the Affiliate Program, or who have referrals that are potentially the result of fraud as determined by Guri in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
C. Guri reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Guri reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and canceled purchases. If no subsequent Commission Fees are due and owing, Guri may send Affiliate a bill for the balance of such refunded purchase upon termination of Affiliate’s participation in the Affiliate Program or termination of the Referred Customer.
D. Guri reserves the right to immediately cancel or withhold for later review any Commission Fees that fail to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of Commission Fees; Guri is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission Fee that has been canceled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact Guri to request that the Commission Fee be paid. Any changes to decisions about canceled or withheld Commission Fees are strictly made at Guri’s sole discretion.
E. Commissions for any Referred Customer who is associated with any Guri reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
F. In the event that the Referred Customers that are referred to Guri by an Affiliate are determined to have an excessive cancellation rate, as determined by Guri in its sole discretion, Guri reserves the right to withhold or decline pending and future Commission Fees to such Affiliate.
G. Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Guri or any violation of the terms of this Agreement constitutes immediate grounds for Guri to terminate the Affiliate’s participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.
6. Commission Payments
A. Subject to the terms of this Agreement, Commission Fees will be calculated according to the specified percentage or amount set forth in the commission report in your Affiliate Console for each Qualified Purchase that accrues during the period for which such Commission Fees are being calculated.
B. Commission Fees will be processed approximately thirty (30) to forty-five (45) days after the end of the month in which they accrue.
C. Guri will only compensate you for Qualified Purchases made in accordance with the terms of this Agreement.
D Commission Fees shall be paid based on the current information in your Affiliate Console. You are required to notify promptly of any change in your address by updating your profile information in the Affiliate Console. You are responsible for informing Guri of your desired payment form/type.
E. Guri in its sole discretion, reserve the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
F. Disputes: Affiliate has access to Guri’s real-time Affiliate Program statistics and agrees to file any disputes within thirty (30) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after thirty (30) days of the date on which the disputed sale or event occurred will not be accepted by Guri and Affiliate forfeits forever any rights to a potential claim.
G. Commission Fees will accrue and only become payable once you provide all relevant tax and address documentation. It is solely your responsibility to provide accurate tax and payment information that is necessary to issue Commission Fees to you. If Guri does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.
H. Guri is not responsible for paying any third-party fees, including any fees charged by PayPal, in order for you to receive Commission Fees.
7. Reports of Qualified Purchases
You may log into your Affiliate Console to review your click-through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers that appear in the Affiliate Console.
8. Obligations Regarding Your Affiliate Site
A. You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to Guri Products and Services); ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters.
B. We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance, we may terminate your participation in the Affiliate Program effective immediately.
9. Guri Responsibilities
We will provide all of the information necessary for you to make Links from your Affiliate Site to our site. Guri will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for Guri Products and Services placed by a Referred Customer, for tracking the volume and amount of Qualified Purchases generated by your Affiliate Site, for providing information to Affiliates regarding Qualified Purchase statistics, and for providing Referred Customers with the services purchased.
10. Policies and Pricing
Referred Customers who buy Guri Products and Services through our affiliate network are deemed to be Guri customers. Guri’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, Guri determines the prices to be charged for Guri Products and Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of Guri Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products that you have listed on your Affiliate Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular Guri Product or Service.
11. Emails and Publicity
You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages without Guri’s prior written consent, to be granted or denied in Guri’s sole discretion, in each instance. Additionally, you may only send emails containing a Guri affiliate link and or a message regarding Guri or the Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any Commission Fees and the termination of your participation in the Affiliate Program. Further, if your account has excessive clicks in a very short period of time as determined by Guri in its sole discretion, the Affiliate relationship may be terminated.
12. IP Licenses and Use
A. Subject to the limitations set forth in this Agreement, including Section 3, we grant you a non-exclusive, non-transferable, non-assignable, revocable license to (i) provide access to Guri’s website through the Links solely in accordance with the terms of this Agreement; and (ii) use Guri’s IP for the sole purpose of promoting Guri’s Products and Services on your Affiliate Site. You may not alter, modify, or change Guri’s IP in any way or use Guri’s IP in any manner that is disparaging or that otherwise portrays Guri, any Guri employee, representative, or customer in a negative light. You are only entitled to use Guri’s IP in compliance with the terms of this Agreement. Your license to use Guri’s IP shall immediately terminate upon the termination of your participation in the Affiliate Program for any reason. We reserve all of our rights in Guri’s IP and your license to use Guri’s IP is limited to the manner described herein. Guri may review the Affiliate Site to ensure compliance with this Agreement at any time.
B. You grant us a non-exclusive license to utilize your name, title, trademarks, and logos (the “Affiliate Trademarks”) in any advertisement or other materials used to promote Guri and the Affiliate Program. For the avoidance of doubt, Guri may, but is not obligated to use the Affiliate Trademarks at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.
13. Term and Termination
A. The terms of this Agreement are effective upon your submission of an application to the Affiliate Program and shall remain in effect until either party terminates your participation in the Affiliate Program (the “Term”). Your participation in the Affiliate Program may be terminated at any time by either party, with or without notice or cause.
B. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for Commission Fees only if the orders for the related Guri Products and Services are not canceled within (30) days and comply with all of the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Guri in its sole discretion.
C. Any Affiliate who violates this Agreement, Guri’s Terms of Service, or any applicable law or regulation will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.
D. Guri reserves the right to remove an Affiliate from the Affiliate Program and to terminate or suspend this Agreement, at any time for any reason, at Guri’s sole discretion.
We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.
We make no express or implied warranties or representations with respect to the Affiliate Program or any Guri Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our website will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.
16. Relationship of Parties
You and Guri are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section.
17. Representation and Warranties
You hereby represent and warrant to us as follows:
A. You have reviewed and understood this Agreement and agree to be bound by its terms.
B. Your acceptance of this Agreement and participation in the Affiliate Program will not violate
- any provision of law, rule, or regulation to which you are subject.
- any order, judgment, or decree applicable to you or binding upon your assets or properties.
- any provision of your by-laws or certificate of incorporation, or
- any agreement or other instrument applicable to you or binding upon your assets or properties.
C. You are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to Guri the license to use such marks in the manner contemplated herein, and such grant will not
- breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or
- infringe upon any trademark, trade name, service mark, copyright, or other proprietary rights of any third person or entity.
D. You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.
E. There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
F. During the Term, you will not include in your Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of our Terms and Conditions.
G. You are at least eighteen (18) years of age.
H. Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.
18. Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID RO PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless Guri and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (I) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (III) any claim related to your Affiliate Site, including, without limitations, its development, operation, maintenance and content therein not attributable to us.
Each of the parties hereto agrees that all information including, without limitations, the terms of this Agreement, business and financial information, Guri customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under the obligation of confidentiality to the disclosure hereunder.
A. Governing Law. The laws of the Kingdom of Thailand. Any action relating to this Agreement must be brought in the courts located in the Kingdom of Thailand and you irrevocably consent to the jurisdiction of such court.
B. Binding Arbitration. By participating in this Affiliate Program, you agree to binding arbitration for any disputes or claims that arise against Guri or its subsidiaries in conjunction with this Affiliate Program. An arbitration firm selected by Guri will be the sole and final arbitrator for any and all disputes or claims related to or resulting from participation in this Affiliate Program. All decisions rendered are final. You also are responsible for any and all costs related to such arbitration.
C. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
D. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
Last updated: October, 2021