Background

Entri, LLC offers a product that enables online platforms to sell domains that are automatically set up after purchase (“Entri Sell”).

By adopting Entri Sell, you agree to the Entri Sell Affiliate Program Terms and Conditions (the “Affiliate Agreement”).

The Affiliate Agreement is by and between Entri, LLC  ("Entri," "we," and "us") and "you", or "Affiliate" means the entity desiring to participate in the Entri Sell Affiliate Program (the "Affiliate Program").

"Your Site" means the web site or sites, online platforms, or other digital products upon which you integrate with Entri Sell.

In the event of a conflict between the provisions contained in this Affiliate Agreement and those contained in an Order Form signed by Entri and the Affiliate, the terms of the Order Form shall control and will govern the use of the Entri Sell services.

1. Eligibility for the Entri Sell Affiliate Program

1.1. To enroll in the Affiliate Program, you must register on the Entri website, you must be in compliance with the requirements of this Affiliate Agreement. Acceptance into the Affiliate Program is at our sole discretion, which may be withheld or withdrawn at any time for any reason or for no reason at all.

1.2 Upon acceptance, you will be able to log in to the Entri Dashboard, located at dashboard.entri.com. You agree to keep your payment information complete, accurate, and up-to-date in the Entri Dashboard.

1.3. We may reject or discontinue your participation in the Affiliate Program if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Program. Your Site may be deemed by us to be unsuitable if, in our view, it: 1.3.1. contains, promotes or links to sexually explicit, violent, defamatory, threatening, or harassing material; 1.3.2. promotes, depicts or links to material that promotes or depicts discrimination (whether based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age); 1.3.3. contains unlawful material, including but not limited to materials that may violate another’s intellectual property rights, or links to a site that contains such material; 1.3.4. contains information regarding, promotes or links to a site that provides information or promotes illegal activity or which is otherwise misleading or deceptive; 1.3.5. is directed to persons under the age of 18, or 1.3.6. for any other reason that is deemed by us to be unsuitable.

1.4. You understand that Entri reserves the right to conclude that Your Site is unsuitable in accordance with our standards, in our sole discretion, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others’ sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.

2. Usage

2.1. In utilizing Entri Sell, you agree that you will cooperate fully with us in order to establish and maintain your integration with Entri Sell.

2.2. You understand that Entri is not responsible for providing support to your users relating to Entri Sell or any products purchased as part of the Entri Sell Affiliate Terms.

2.3. You understand that Entri Sell is Entri’s intellectual property, and that your use of Entri Sell is governed by the terms of this Affiliate Agreement, including without limitation Articles 2, 4, and 9, and by relevant state, federal, and international law.

2.4. If deemed eligible by Entri, you may use Entri Sell to generate coupon(s) that cover the cost of some domains (this feature is known as, "Free Domains"). You may not offer Free Domains to users of Your Site that are not paying users of Your Site. Entri reserves the right to disable Free Domains on your Entri Sell account at its sole discretion.

4. Your Responsibilities

4.1. You are solely responsible for ensuring that You, the content of Your Site, and any products and services that you offer from Your Site comply with all applicable domestic and foreign, federal, state and local laws, rules, regulations and ordinances (collectively, "Laws") including, without limitation laws pertaining to: consumer protection; marketing and promotion, whether online, via e-mail or telephone, or otherwise; finance and credit; bribery and corruption; and all applicable privacy laws, including the General Data Protection Regulation (“GDPR” ).

4.2. You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; providing clear and conspicuous notice and obtaining consent prior to the placement of any cookies or software (including but not limited to adware or spyware) onto an individual’s computer; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters.

4.3. You may not: 4.3.1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Entri Sell on Your Site; 4.3.2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; 4.3.3. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring; 4.3.4. use unsolicited commercial email (UCE), spam, search engine spam, or other illegal or unethical means by which to generate Commissions 4.3.5. use any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user customers.

4.4. If we determine, in our sole discretion, that you have engaged in any of the activities outlined in Section 4.3, we may (without limiting any other rights or remedies available to us) withhold any Commissions otherwise payable to you under this Affiliate Agreement and/or suspend or terminate this Affiliate Agreement.

4.5. We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of Entri Sell at any time and from time to time to determine if you are in compliance with the terms of this Affiliate Agreement.

4.6. We may be obligated under relevant national or local law to obtain certain tax information or documentation from Affiliate Program participants prior to acceptance in the Affiliate Program or payment of any commissions or report such payments to tax or other governmental authorities, and you consent to any such information gathering or reporting. If we believe we are obligated to obtain tax information or documentation from you and you do not provide this information, we may withhold Affiliate payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain such information.

4.7. You will be responsible for reporting and paying all charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, state, local or foreign tax or governmental authority, including without limitation, sales, use, goods, services, value added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature (individually and collectively, “Taxes” ) that result from income you may earn through your participation in the Affiliate Program and you agree to fully indemnify, defend, and hold Entri harmless with respect to any damages or liabilities that: (a) result from your failure to provide the requisite tax reporting information or documentation to Entri; (b) your failure to properly report and/or pay your taxes to any taxing authority, or (c) are otherwise in any way connected to your tax reporting and payment obligations.

5. Commissions and Fee Schedule

5.1. You will earn Commissions for each order generated via Entri Sell. Your Commission rate will be specified on your order form. If you do not have an Order Form with Entri that specifies a Commission amount, the Commission (as defined below) will be $3. We reserve the right to modify the Commission at any time.

5.2. Subject to the Payments and Fees Schedule, we will pay you, a single referral fee ("Commission") for each domain that is purchased and connected with Your Site utilizing Entri Sell, provided that the customer meets the requirements set forth in this Affiliate Agreement, as determined by Entri in its sole discretion (“Valid Sales”). Your entitlement to an earned commission will accrue only if the customer: 5.2.1 accesses Our Site through the use of a qualified, correctly set up Entri Sell integration, and completes the order no later than 30 days after the initial click-through; provided, however, that the Affiliate Program works on a “last affiliate wins” system, meaning the most recent affiliate who got the click should be credited with the sale; and 5.2.2. remits full payment. 5.3. Section Intentionally Left Blank

5.4. Valid Sales do not include sales which: 5.4.1. are directly or indirectly made by or on behalf of Affiliate or Affiliate’s employees, representatives, or affiliated companies; 5.4.2. which are obtained through Fraud (as defined in Section 5.9) or misuse; 5.4.3. are subject to a charge back or which are otherwise refunded or credited back to the customer; 5.4.4. are otherwise deemed by Entri to be in violation of this Affiliate Agreement or the terms of the Affiliate Program in Entri’s sole discretion; or 5.4.5. are generated utilizing Free Domains (as previously defined in Section 2.4).

5.5. Entri shall automatically generate a report on the Entri Dashboard for Valid Sales and Commissions payable under this Affiliate Agreement and shall remit payment to Affiliate based upon that report. All tracking and determinations of Commissions shall be made by Entri at its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Entri in writing and in sufficient detail within thirty (30) days of receiving payment for the Commissions. If Affiliate does not dispute the Commissions as set forth herein, then Affiliate agrees that it irrevocably waives any claims or challenges based upon that invoice.

5.6. In compliance with US tax laws, you may be required to submit a W8/W9 tax form before any Commissions are paid to you, and Entri may issue a Form 1099 to you after each calendar year in which your earnings meet or exceed the applicable threshold.

5.7. Payment will be made to you for Valid Sales on a monthly basis, via the payment method which you keep on file on the Entri Dashboard.

5.8. Entri may, at its absolute discretion, withhold or offset payment against previously paid Commissions for any Valid Sale which is later determined to be invalid. Entri is under no obligation whatsoever to pay any Commission to any Affiliate who breaches this Affiliate Agreement and its guidelines, as modified from time to time, or any other agreement with Entri. Entri’s determination of the Commissions due shall be dispositive.

5.9. Entri reserves the right to take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to an Affiliate which were earned as a result of such fraud. “Fraud” includes, but is in no way limited to, using fraudulent credit card or other payment information; using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Entri shall make all determinations about fraudulent activity in its sole discretion.

9. Term of this Affiliate Agreement and Termination

9.1. The term of this Affiliate Agreement will begin upon Our acceptance of your enrollment pursuant to Section 1.1 and will end when terminated by either party. Entri may terminate this Affiliate Agreement immediately at any time, with or without cause.

9.2. Upon termination of this Affiliate Agreement: 9.2.1. Entri acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Affiliate Agreement or a waiver of such termination; 9.2.2. you shall be entitled only to those Commissions, if any, earned by you on Valid Sales made on or prior to the date of termination, excluding without limitation amounts due to actual fraud, credit card fraud, credit card; 9.2.3. you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination; 9.2.4. upon termination, all of Your rights and licenses under this Affiliate Agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site; and 9.2.5. you shall return to Entri any Confidential Information, and all copies thereof, in your possession, custody and control.

9.3. Upon any termination of this Affiliate Agreement, you and Entri will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Affiliate Agreement occurring prior to termination.

10. Modification

10.1. We reserve the right to modify any of the terms and conditions contained in this Affiliate Agreement at any time and from time to time, in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AS PROVIDED IN ARTICLE 9.

10.2. Your continued participation in the Affiliate Program following our posting of a change notice or new Affiliate Agreement on the Entri Dashboard will constitute binding acceptance of the change. No amendment, modification or supplement to this Affiliate Agreement shall be effective unless it is posted by an authorized representative of Entri at the Entri Dashboard.

11. Relationship of Parties

You and Entri are independent contractors, and nothing in this Affiliate 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 Site or otherwise, that reasonably would contradict anything in this Section.

12. Your Representations and Warranties

12.1. You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use the Affiliate Trademarks in the manner contemplated herein, and that such grant does not and will not: 12.1.1. breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or 12.1.2. infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

12.2. You further represent that: 12.2.1. You are duly organized, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age; 12.2.2. you have all requisite power and authority to enter into this Affiliate Agreement and to carry out and perform your obligations under the terms of this Affiliate Agreement; 12.2.3. This Affiliate Agreement has been duly authorized, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and 12.2.4. The execution, delivery, and performance of and compliance with this Affiliate Agreement does not and will not: (i) conflict with, or constitute a default under any agreement to which you are a party; (ii) result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets; (iii) result in any violation of your governing documents; or (iv) violate any order, status, rule or regulation applicable to you.

13. Confidentiality and Data Protection

13.1. Except as otherwise provided in this Affiliate Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Affiliate Agreement, business and financial information, Affiliate and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates.

13.2. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information to its accountants, attorneys or other agents on a confidential basis, and

13.3 Should you be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, you shall: 13.3.1. give at least ten (10) days prior written notice of such disclosure; 13.3.2. use best efforts to limit such disclosure; and 13.3.3. make such disclosure only to the extent so required.

13.4. Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Affiliate Agreement.

14. Limitation of Liability

14.1. THE ENTRI SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND MATERIALS. WE AND THE ENTRI ENTITIES AND OUR RESPECTIVE AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT THE SERVICES AND MATERIALS, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. FOR THE PURPOSES OF THIS SECTION 14.1, “SERVICES AND MATERIALS” MEANS THE ENTRI SERVICES; THE AFFILIATE PROGRAM, INCLUDING LINKS; OUR AND ANY ENTRI ENTITY’S DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE ENTRI MARKS); AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE "SERVICES AND MATERIALS"),

14.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER ENTRI NOR ITS AFFILIATES OR SUBCONTRACTORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, YOUR CUSTOMERS, FOR INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF ENTRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

14.3. UNDER NO CIRCUMSTANCES SHALL ENTRI OR ITS AFFILIATES OR SUBCONTRACTORS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, CUSTOMERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE AFFILIATE PROGRAM OR ENTRI OR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF ENTRI.

15. Indemnification

15.1. You hereby agree to indemnify and hold harmless Entri, its parent company, sister companies, subsidiaries and affiliates, Subcontractors and their respective directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including without limitation reasonable attorneys' fees), and costs (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, or in any way connected with this Affiliate Agreement, including but not limited to: 15.1.1. any breach by you of any warranty, representation, or agreement contained herein; 15.1.2. your negligence; 15.1.3. any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions; 15.1.4. the unauthorized use of any Entri intellectual property, including but not limited to the Licensed Materials; 15.1.5. any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; 15.1.6. any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein; 15.1.7. the development, operation, and maintenance and of Your Site and products and services offered from Your Site; or 15.1.8. any claim related to Your Site not attributable to us.

16. Notification

16.1. Any notice under this Affiliate Agreement shall be given by Entri to you via email at the address provided by you to Entri at the commencement of this Affiliate Agreement. Notice to you at this address is deemed sufficient regardless of your receipt of such email.

17. Independent Investigation

You acknowledge that you have read this Affiliate Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with Your Site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Affiliate Agreement. YOU UNDERSTAND THAT YOUR PARTICIPATION IN THE AFFILIATE PROGRAM IS AT YOUR OWN RISK AND IN NO WAY IS A GUARANTEE THAT YOU WILL EARN ANY INCOME FROM SUCH PARTICIPATION.

18. Miscellaneous

18.1. You shall not assign or delegate your obligations under this Affiliate Agreement, either in whole or in part, without the prior written consent of Entri, in its sole discretion. Any attempted assignment in violation of the provisions of this Affiliate Agreement, whether by operation of law or otherwise, will be void. Entri may assign the Affiliate Agreement or any portion hereof/thereof, to: (i) an acquirer of all or substantially all of Entri’s equity, business or assets; (ii) a successor in interest whether by merger, reorganization or otherwise; or any entity controlling or under common control with such party. Subject to that restriction, this Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

18.2. If any provision of this Affiliate Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Affiliate Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.

18.3. No delay or failure by Entri in exercising any right under this Affiliate Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

18.4. The rights and remedies of Entri hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Affiliate 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. Nothing contained in this Affiliate Agreement shall limit or affect any rights at law or otherwise of Entri for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of Entri shall be enforceable in equity as well as at law or otherwise.

18.5. This Affiliate Agreement shall not be construed or interpreted in favor or against Entri or you on the basis of draftsmanship or preparation of the Affiliate Agreement.

18.6. The headings, captions, and other typographical formatting used in this Affiliate Agreement are used for convenience only and are not to be considered in construing or interpreting this Affiliate Agreement.

19. Governing Law and Dispute Resolution

19.1 This Affiliate Agreement is governed by the laws of the Commonwealth of Virginia, United States of America, excluding its conflict of laws principles. The United Nations Convention for the International Sale of Goods does not apply to the Affiliate Agreement.

19.2 EACH PARTY AGREES THAT ANY DISPUTE BETWEEN THEM ARISING OUT OF, BASED ON, OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION. Such arbitration shall be held in Loudon County, Virginia. Judgment upon the award rendered shall be final and non-appealable and may be entered in any court having jurisdiction. Each party shall bear its own expenses arising out of any such proceeding, except that the fees and costs of any arbitrator(s) shall be borne equally by the parties. Notwithstanding the obligations set forth in this paragraph, each party shall be permitted to seek equitable relief from a court having jurisdiction to prevent the unauthorized misuse of their respective trademarks. The provisions of this paragraph shall survive the expiration or earlier termination of this Affiliate Agreement. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES EACH WAIVE ANY RIGHT TO A JURY TRIAL.

20. Entire Affiliate Agreement

Together with the above guidelines and, if applicable, the Entri Order Form, Developer Services Agreement and Terms of Use, and this Affiliate Agreement constitute the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Program form a part of this Affiliate Agreement, and this Affiliate Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Affiliate Agreement.

21. Governing Language

The governing language for this Affiliate Agreement will be English, and no concurrent or subsequent translation of this Affiliate Agreement into any language will modify any term of this Affiliate Agreement.