Affiliate Program Agreement

Last updated: October 22, 2024

This Affiliate Program Agreement (the "Agreement") is made by and between CAKE.com Inc., a company incorporated and operating under the laws of State of California, with its principal place of business at 2100 Geng Road, Suite 210, Palo Alto, CA 94303, United States ("CAKE.com"), and the individual or entity accepted into the Affiliate Program (the "Affiliate") (each one hereinafter separately referred to as a “Party” and jointly as the “Parties”).

CAKE.com`s products and services are owned, operated and provided by CAKE.com Inc., a company operating under the laws of State of California, located at 2100 Geng Road, Suite 210, Palo Alto, CA 94303, United States (referred to as "CAKE.com").

If the Affiliate is located in North America (inclusive of the United States, Canada, Mexico, United States territories and possessions, and United States military bases, wherever located), the Affiliate`s relationship is with CAKE.com Inc., a United States company, and the Agreement is governed by, and construed and interpreted in accordance with the laws of the State of California, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules. If the Affiliate is located outside of North America, the Affiliate`s relationship is with CAKE.com AG, Oberallmendstrasse 18, 6300 Zug, Switzerland, which is acting as an authorized agent of CAKE.com Inc. and is entering into this Agreement in its capacity as an agent for CAKE.com Inc., and the Agreement is governed by, and construed and interpreted in accordance with the laws of the State of California, U.S.A., unless pre- empted by U.S. federal law.

For purposes of this Agreement, "CAKE.com" means either CAKE.com Inc., CAKE.com AG, or any other affiliated company of CAKE.com, as applicable.

CAKE.com engages the Affiliate to promote marketing campaign(s) regarding the CAKE.com's products: Clockify, Pumble, and Plaky, by way of distribution of the advertising materials over the Internet using various online delivery methods with the purpose of bringing the CAKE.com's products to the attention of CAKE.com's potential customers (“Advertising Services”), and in particular by way of using their unique affiliate link to promote and market CAKE.com's products through various channels such as content marketing, social media marketing, email marketing, and personal recommendations.

1. Affiliate Program Participation

1.1 Enrollment: By signing this Agreement, the Affiliate agrees to join CAKE.com's Affiliate Program and promote its products: Clockify, Pumble, and Plaky.

1.2 Acceptance: The Agreement becomes effective upon CAKE.com's confirmation of the Affiliate's acceptance, following the completion of the sign-up process, namely, as of the date CAKE.com formally accepts the Affiliate into its Affiliate Program following the Affiliate's registration. Each party to the Agreement acknowledges and agrees that (i) by clicking-through acceptance of this Agreement it submits an authorized electronic signature and enters into a legally binding contract, and (ii) any electronic signatures are the same as handwritten signatures for the purposes of the Agreement's validity, enforceability, and admissibility.

2. Affiliate Obligations

2.1 Promotion: The Affiliate agrees to use their unique affiliate link to promote and market CAKE.com's products through various channels such as content marketing, social media marketing, email marketing, and personal recommendations.

2.2 Content Marketing: All content created to promote CAKE.com's products must adhere to CAKE.com's Content Marketing Policy. The content must be accurate, truthful, aligned with CAKE.com's brand guidelines and must reflect the brand's image while using approved promotional materials. The Affiliate shall not publish defamatory, misleading, or deceptive content. The Affiliate agrees to disclose any material connection with CAKE.com, including affiliate links or compensation received for promoting CAKE.com's products or services.

2.3 Social Media Marketing: When promoting CAKE.com's products on social media platforms, the Affiliate must adhere to and comply with both the platform's policies and CAKE.com's Social Media Marketing Policy to ensure brand consistency. The Affiliate shall not engage in any activities that could harm CAKE.com's reputation on social media, including but not limited to posting indecent or explicit materials, inciting violence, aggression, or illegal acts.

2.4 Email Marketing: Affiliates must follow all applicable laws related to email marketing, including obtaining proper consent from recipients and providing clear opt-out options. Affiliates must avoid unsolicited emails or spam and adhere to CAKE.com's Email Marketing Policy. This includes obtaining necessary permissions and adhering to all relevant laws and regulations, including but not limited to GDPR (General Data Protection Regulation) in the European Union, CAN-SPAM Act in the United States, and other applicable anti-spam laws. Affiliates shall not use CAKE.com's trademarks, service marks, or brand names in the subject line or body of any email message sent in connection with the Advertising Services without prior written consent from CAKE.com.

2.5 Compliance: The Affiliate agrees to comply with CAKE.com's Affiliate Program Guidelines, as well as any other relevant guidelines or policies provided by CAKE.com.

2.6 Disclosure: The Affiliate must clearly disclose their affiliate status in all promotional materials and communications related to CAKE.com's products.

2.7 Compliance with Laws and Regulations: The Affiliate shall comply with all applicable laws and regulations regarding online marketing and advertising, including FTC guidelines on endorsements and testimonials. The Affiliate shall ensure that content complies with GDPR in the European Union, CAN-SPAM Act in the United States, and other relevant and applicable privacy laws.

2.8 Transparency: The Affiliate agrees to clearly differentiate between editorial content and advertising related to CAKE.com's products. The Affiliate shall not engage in practices that could mislead readers regarding their relationship with CAKE.com.

3. Editorial Independence

3.1 Editorial Control: Affiliates retain full editorial control over their content. This includes blog posts, social media updates, and email marketing. Affiliates are not required and obligated to promote CAKE.com's products unless specifically agreed upon in writing.

3.2 Respect for Independence: CAKE.com respects the Affiliate's editorial independence and will not influence or control the content or its presentation. Affiliates are responsible for ensuring their content remains truthful, accurate, and aligned with their personal or business values.

3.3 Termination for Policy Breach: Either party may terminate this Agreement immediately if there is a breach of this Editorial Independence Policy. Upon termination, the Affiliate must remove all advertising materials and cease promotion of CAKE.com's products or services.

4. Commission and Payment

4.1 Currency Conversion: The commission earned by the Affiliate will be converted to US dollars, as this is the default currency on the Affiliate Platform.

4.2 Commission Rate: The Affiliate will earn a 30% commission on all sales generated through their affiliate link, based on the subscription price before tax.

4.3 Recurring Commission: For monthly subscription plans which are regularly renewed for the minimum 12-month subscription period, the Affiliate will receive commissions for the full 12-month subscription period. This applies to the initial workspace creator and the account holder.

4.4 Product Bundle: Commissions are also applicable to sales of CAKE.com's product suite, which includes Clockify, Plaky, and Pumble (“Product Bundle”). To qualify for commissions, the user must purchase Product Bundle through the product that was initially promoted via the affiliate's link.

4.5 New User Commissions: The Affiliate will receive commissions for sales made to new users only i.e. to users that have not been using CAKE.com`s products previously. Sales to existing users or accounts will not qualify for commission.

4.6 Payment Schedule: To avoid chargebacks, first payments are made 62 days after the end of the month when transactions generated through the affiliate link occur.

4.7 Minimum Payout Threshold: The minimum payout threshold for payment of commissions is $100. Commissions below this threshold will roll over to the next month.

4.8 Payment Method: Payments will be made solely via bank transfer. The Affiliate must ensure their payment details are accurate and up-to-date.

4.9 Tax Documentation: Affiliates are required to fill out tax documents, such as the W8 Form for non-U.S. resident individuals, the W8 BEN-E for non-U.S. resident companies, and the W9 Form for U.S. residents.

4.10 Invoicing: Affiliates will issue and send to CAKE.com invoices in a timely manner. In case that Affiliates are unable to issue an adequate invoice or need related assistance, their Affiliate Manager will assist them with this matter.

4.11 Payment Entity: Affiliates will be paid by the respective entity of CAKE.com i.e. by the relevant affiliated company of CAKE.com, as designated and defined in the preamble of this Agreement, according to the region in which the Affiliates are registered or located.

5. Prohibited Activities

5.1 False Advertising: The Affiliate must not make false or misleading claims about CAKE.com's products.

5.2 Spam: The Affiliate must not engage in spam or unsolicited email marketing practices.

5.3 Use of advertising materials: Advertising materials shall be used by the Affiliate solely to the extent necessary to perform its obligation under the Agreement. The Affiliate shall cease using the advertising materials if requested to do so by CAKE.com. The Affiliate is forbidden to include adware, spyware and/or malware in the Affiliate's use of advertising materials.

5.4 Cookie Stuffing: The Affiliate is prohibited from engaging in deceptive practices such as cookie stuffing.

5.5 Paid Search Ads: The Affiliate must adhere to CAKE.com's PPC Policy regarding paid search ads and must not use CAKE.com's trademarks or brand names as keywords in PPC advertising campaigns. This includes but is not limited to Google Ads, Bing Ads, and other similar platforms. The Affiliate shall not engage in any bidding on CAKE.com's branded keywords or variations thereof, including misspellings and singular/plural forms.

6. Tracking and Links

6.1 Platform: FirstPromoter (Igil Webs SRL) is not a party to the Agreement. Its role is to facilitate the cooperation between CAKE.com and the Affiliate, to provide tracking and payment processing facilities in relation to the tracking of Affiliate transactions and activities performed by the Affiliate and calculation of payouts through the platform located at https://new.firstpromoter.com/, owned and operated by Igil Webs SRL (“Platform”).

6.2 Tracking: All Affiliate transactions are tracked through CAKE.com's Affiliate Platform. The Affiliate must ensure proper use of their affiliate link to receive credit for sales.

6.3 Link Usage: The Affiliate must not alter or disguise their affiliate link, including through redirection, cloaking, or hiding tracking parameters.

7. Refunds and Adjustments

7.1 Refund Policy: In case of a refund, commissions will be adjusted accordingly.

7.2 Adjustment Process: The refunded amount will be deducted from future commission payouts or reclaimed from the Affiliate's account.

8. Termination

8.1 Termination Rights: CAKE.com reserves the right to terminate immediately this Agreement and the Affiliate's participation in the Affiliate Program for:

• Violation of this Agreement or Affiliate Program Guidelines or breach of any other related policy.
• Engagement in any fraudulent, deceptive or unlawful practices.

Furthermore, CAKE.com may terminate this Agreement at any time upon giving the Affiliate at least 30 (thirty) days prior written notice of its intention to do so.

8.2 Effect of Termination: Upon termination, the Affiliate must cease using CAKE.com's promotional materials and remove all references to CAKE.com from their marketing channels. Furthermore, upon termination, the Affiliate shall remove advertising materials and cease promoting CAKE.com's products.

9. Confidential Information

9.1 Definition: “Confidential Information” means all confidential information and data, whether oral or written, in tangible or intangible, machine recognizable, graphic, sample or electronic form, which is disclosed in connection with the Agreement by either party (the “Disclosing party”) to the other party (“Receiving Party”), e.g. trade secrets, financial and technical information, information about customers, prices, discounts and margins.

9.2 Exceptions: The confidentiality obligations set forth in Section 9.3 will not apply to any information that: (a) is or becomes generally known to the public through no fault of or breach of the Agreement by the Receiving Party; (b) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully and lawfully obtained by the Receiving Party from a third party without restriction on use or disclosure.

9.3 Obligations: Except as expressly permitted by the Agreement, the Receiving Party will:

1. Not disclose and keep confidential the Disclosing Party's Confidential Information except (i) to the employees and agents of the Receiving Party to the extent that they need to know that Confidential Information for the purpose of performing the Receiving Party's obligations under the Agreement, and who are bound by confidentiality terms with respect to that Confidential Information no less restrictive than those contained in this Section 9.3; or (ii) as required to be disclosed by law, to the extent required to comply with that legal obligation, provided that the Receiving Party will promptly notify the Disclosing party of such obligation;
2. Use the Disclosing Party's Confidential Information only for the purpose of performing Receiving Party's obligations under the Agreement;
3. Use all reasonable care in handling and securing the Disclosing Party's Confidential Information, and employ all reasonable data security measures that the Receiving party ordinarily uses with respect to its own confidential information of similar nature and importance;
4. Not copy or otherwise duplicate the Confidential Information, unless for the purpose of the Agreement.

9.4 Survival: The provisions of this Section 9 shall survive any termination or expiration of the Agreement.

9.5 Either party shall bear its own legal expenses in connection with this Section 9.

10. Intellectual Property

10.1 Use of Trademarks: The Affiliate agrees to use CAKE.com's trademarks, brand names and promotional materials solely for the purposes outlined in the Agreement, and only as provided and in compliance with CAKE.com's Brand Guidelines.

10.2 Ownership: All intellectual property rights in CAKE.com's trademarks and promotional materials remain with CAKE.com. Furthermore, the Affiliate acknowledges that all intellectual property rights in CAKE.com's trademarks and promotional materials belong to CAKE.com, and moreover, that all intellectual property subsisting in the advertising materials is and shall remain the property of CAKE.com.

11. Representations and Warranties

11.1 Each party hereto represents, warrants and undertakes that:

1. It has the power and authority to enter into the Agreement;
2. Entry into the Agreement and performance of its obligations hereunder shall not infringe the rights of any third party;
3. It shall act in accordance with any and all applicable laws, rules and regulations in its performance under the Agreement;

11.2 The Affiliate represents, warrants and undertakes that:

1. It has no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under the Agreement;
2. The information furnished to CAKE.com regarding the Affiliate and the Affiliate's website or any other Affiliate's source of traffic is correct, complete, actual and provided in due manner;
3. The Affiliate's website where Advertising Materials are posted or any other Affiliate's source of traffic do not contain indecent content or information.

12. Miscellaneous

12.1 Relationship of parties: The parties have the status of independent contractors, and nothing in the Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint ventures, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of the other party, nor to impose any obligation upon the other party.

12.2 Force Majeure: Neither party shall be deemed in default of the Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials, labor or supplies or any other cause beyond the control of such party ("Force Majeure"). If the event of Force Majeure continues for more than 30 (thirty) days, either party may terminate the Agreement by written notice to the other party with immediate effect.

12.3 Amendments and updates: CAKE.com may amend or update this Agreement and the Affiliate Program Guidelines from time to time. The Affiliate will be notified of changes via email and continued participation in the Affiliate Program constitutes acceptance of the updated terms of this Agreement and the Affiliate Program Guidelines.

12.4 Entire Agreement: This Agreement constitutes the entire agreement between CAKE.com and the Affiliate regarding the Affiliate Program and supersedes all prior agreements or understandings pertaining to the same subject matter.

12.5 Survival: All provisions of the Agreement which by their nature shall be intended to continue shall survive termination, including terms relating to exclusions and limitations of either party's liability, intellectual property restrictions and reimbursement of damages.

12.6 Partial Invalidity: Should any provision of the Agreement be held to be void, invalid or inoperative, the remaining provisions of the Agreement shall not be affected and shall continue in effect as though such provisions were deleted.

12.7 Governing Law and Dispute Resolution: Unless the parties mutually agree otherwise in writing, this Agreement shall be governed by and construed in accordance with the laws of the State of California (excluding that body of law known as conflict of laws) and such state shall be the sole and exclusive forum for any disputes under the Agreement. The parties agree to attempt to solve all disputes within 30 (thirty) days by mutual negotiation. In the event the parties are not able to solve the dispute during such period, the case may be submitted to the court. Any disputes arising from this Agreement will be resolved in the courts of the State of California. In any suit or proceeding between the parties relating to the Agreement, the prevailing party will have the right to recover from the other its reasonable attorneys' fees and costs.