Dify Affiliate Program Agreement
Latest update: 13 Nov, 2025
This Affiliate Program Agreement (this “Agreement”) is between LangGenius, Inc. (“Company”, “we”, “our”) and you (the “Partner”).
It describes how we will work together and other aspects of our business relationship. This Agreement applies to your participation in our Affiliate Program (the “Program”). These terms are so important that we cannot have you participate in our Program unless you agree to them.
We may periodically update these terms, as set out in Section 22.1 (Amendment; No Waiver). If you don’t agree to an update or replacement, you may terminate as described in Section 18.3.
For the purposes of this Agreement:
“Affiliate Tool” means the tool/software we make available to you upon your acceptance into the Program for participation and administration.
“Affiliate Link” means a link (text or graphic) we assign to you via the Affiliate Tool to track referrals.
“Affiliate URL” means the landing page or URL designated in the Affiliate Tool to which the Affiliate Link resolves.
“Affiliate Lead” means a prospect that first clicks your Affiliate Link and is submitted/recorded via the Affiliate Tool.
“Customer Transaction” means a purchase of Company Services by a Customer.
“Conversion” means a Customer’s first‑ever applicable Customer Transaction after clicking on your Affiliate Link (including a new user’s initial sign‑up and purchase, or an existing non‑paying user’s first purchase).
“Attributed Customer” means, after a Conversion via your Affiliate Link, the Customer attributed to you for account‑lifecycle identification under this Agreement.
“Commission” means the referral commission shown in the Affiliate Tool (or Program Policies).
“Commission Period” means the first twelve (12) months following Conversion during which eligible subscription payments by an Attributed Customer may earn Commission, subject to this Agreement.
“Locking Period” means the period shown in the Affiliate Tool (or Program Policies) during which a Customer must remain a paying customer for Commission to be payable.
“Program Policies Page” means the page referenced in the Affiliate Tool that specifies operational parameters (e.g., lead validity window, locking period, commission rate/eligibility) and is incorporated by reference (see Section 22.12).
“Services” means Company’s subscription services described in the Affiliate Tool and Program Policies for which commission eligibility is expressly offered under this Program. “Other Products” means all other Company offerings not covered by this Program (e.g., one‑time fees, professional services, or items designated as excluded in the Affiliate Tool/Program Policies).
“Corporate Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with a party.
1. Non‑Exclusivity
This Agreement is non‑exclusive. Both you and we may recommend similar products and services of third parties and work with others regarding similar services and products.
2. Partner Acceptance
Once you complete an application to become a Partner, we will review it and notify you whether you have been accepted to participate in the Affiliate Program. If we do not notify you within thirty (30) days from your application, your application is deemed rejected.
If accepted, this Agreement applies upon notice of acceptance until terminated under Section 18. You must complete any enrollment criteria set out in the Program Policies Page (if applicable) within thirty (30) days of acceptance; otherwise, this Agreement terminates and you may no longer participate in the Affiliate Program. You will comply with this Agreement and all applicable Program Policies at all times.
3. Customer Transactions
Affiliate Program Limits. Each accepted Affiliate Lead will expire as stated in the Affiliate Tool (or Program Policies), measured from the lead’s first click on your Affiliate Link. We will pay Commission as described in the Affiliate Tool (or Program Policies) for each Customer who completes a Conversion, provided you remain eligible under this Agreement.
Once a Conversion occurs via your Affiliate Link, that Customer is an Attributed Customer for the lifetime of their account, provided that Commission applies only to eligible subscription payments made by that Attributed Customer during the Commission Period, as detailed in the Program Policies or the Affiliate Tool. You are not eligible for Commission on payments made after the Commission Period or on Other Products, unless otherwise specified in the Affiliate Tool. Commission accrual and payment are further subject to Section 18.5.
4. Eligibility
To be eligible for Commission: (i) an Affiliate Lead must be accepted and valid under Section 6; (ii) a Customer Transaction must have occurred; and (iii) the Customer must remain a paying customer during the Locking Period shown in the Affiliate Tool (or Program Policies).
You are not eligible to receive Commission or other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by applicable laws/regulations; (ii) the applicable Customer objects to/prohibits such compensation or excludes it from payments to us or our partners; (iii) the Customer has paid/will pay such fees directly to you; (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link/Tool, violation of Program Policies, or other conduct that breaches the spirit of the Program; or (v) the Customer participates in another Company program that covers the same transaction(s) and would result in duplicative compensation. We may discontinue Commission payments if any eligibility criterion above is not met at any time.
Eligibility; Ongoing Requirements. You represent, warrant, and covenant to: (a) use commercially reasonable efforts to promote and market the Company consistent with this Agreement; (b) conduct business professionally, reflecting favorably on the Company and its Services; (c) avoid deceptive/misleading/unethical practices; (d) not make false, misleading, or unauthorized statements about the Company or its Services; and (e) comply with all applicable laws and obtain all necessary registrations/approvals.
5. Authority
You have no authority to distribute or resell the Services or to bind the Company. Except as expressly set forth in Company‑provided materials (collectively, “Company Materials”), you will not make representations/warranties about the Company or the Services. You are solely responsible for any unauthorized/inconsistent statements you make.
6. Acceptance and Validity
Commission eligibility applies only to Customer Transactions derived from Affiliate Leads generated by your Affiliate Link and accepted by the Company. An Affiliate Lead is valid/accepted if, in our reasonable determination: (i) it is a new potential customer or an existing non‑paying user; and (ii) at submission it is not a pre‑existing paying customer or involved in our active sales process.
We may decline any Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Services within the time period described in the Affiliate Tool (or Program Policies) from the first click on the Affiliate Link, no Commission is payable even if the prospect later purchases. An Affiliate Lead is not valid if its first click occurs after this Agreement expires or terminates.
7. Engagement with Prospects
After receiving Affiliate Lead information, we may engage prospects directly whether or not the lead is valid, at our discretion.
8. License
Subject to your compliance with this Agreement, we grant you a revocable, non‑transferable, worldwide, non‑exclusive license during the Term to market and promote the Services and display the Affiliate Link (text or logo/graphic) we assign to you via the Affiliate Tool, which links to your Affiliate URL, consistent with our trademark policies and this Agreement. No rights are granted to sublicense, resell, or otherwise distribute to customers or third parties.
9. Commission and Payment
To receive payment, you must: (i) agree to this Agreement (generally via the Affiliate Tool); (ii) complete all steps to create your Affiliate Tool account; (iii) maintain a valid, up‑to‑date payment method in the Affiliate Tool; and (iv) complete all required tax documentation. We reserve the right to modify the commission structure, payment schedule, or eligibility criteria at any time with a seven (7) business day prior notice via the Affiliate Tool.
10. Requirements for Payment; Forfeiture
If any requirement in Section 9(i)–(iv) remains outstanding for six (6) months immediately following the close of a Customer Transaction, your right to receive Commission from any and all Customer Transactions with the associated Customer is forfeited (each, a “Forfeited Transaction”). We have no obligation to pay Commission on a Forfeited Transaction. Once you satisfy Section 9(i)–(iv), you are eligible to receive Commission on Customer Transactions, excluding any Forfeited Transaction.
We can suspend or deactivate the Affiliate Tool account immediately if fraudulent, misleading, or suspicious activity is detected, pending investigation. Our determination in good faith shall be final. All unpaid commissions shall be subject to verification and may be withheld if fraud, violation, or duplication is suspected.
11. Third‑Party Payment Processors
We may use third‑party payment processors (“Payment Processors”) to facilitate Program payments. You are responsible for providing and maintaining current contact/payment information with us and the Payment Processors. We are not liable for, and will not resend, payments returned due to incorrect addresses. Payments are made within forty‑five (45) days after the end of the calendar month in which the corresponding amounts are collected by the Company.
12. Taxes; Offsets
You are responsible for all taxes and fees (including bank fees) applicable to the Commission. Amounts payable by us may be offset by amounts you owe to us. We may alter the Commission amount as reflected in the Affiliate Tool.
13. Training and Support
We may make available webinars and other resources as part of the Affiliate Program and may change or discontinue such benefits at any time without notice. You will encourage relevant personnel to participate in recommended training.
14. Quality Control
Your use of the Services, the Company’s trademarks and service marks (“Company Marks”), and Company marketing materials must conform to standards we set from time to time. Use expressly authorized by Sections 8 and 15 does not require separate written approval, but any modification, adaptation, or use outside our published brand/trademark guidelines requires prior written approval. Partner acknowledges this Section is a material term.
15. Trademarks
You grant us a nonexclusive, nontransferable, royalty‑free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Program and this Agreement. If we make the Company Marks available to you via the Affiliate Tool, you may use the Company Marks so long as you: (i) only use the images of the Company Marks we provide, unaltered; (ii) use the Company Marks solely in connection with the Affiliate Program and this Agreement; (iii) comply with our Dify Brand Guidelines (the “Trademark Usage Guidelines”), which we make available on our website and/or in the Affiliate Tool; and (iv) immediately comply with any request to discontinue use. You must not use the Company Marks in a misleading/disparaging way, to imply endorsement, or in violation of law or in connection with obscene/indecent/unlawful material.
16. Proprietary Rights
No software license is granted by this Agreement. The Services, Company trademarks, and Company marketing materials (and all goodwill therein) are owned by Company or its licensors. You will not contest Company’s ownership, remove/alter proprietary notices, or use Company IP in a manner suggesting ownership by you. Feedback is non‑confidential, and we may use it without payment unless otherwise agreed in writing.
17. Confidentiality
“Confidential Information” means non‑public information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”), whether written, machine‑readable, or oral, including business, technical, financial, pricing, plans, and other proprietary information of the Disclosing Party or its Corporate Affiliates. No party shall during the term of this Agreement or after its termination disclose to any third party any confidential information of the disclosing party (except as required by law or with the prior written consent of the disclosing party).
18. Term and Termination
Term. This Agreement applies for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Either party may terminate on fifteen (15) days’ written notice.
Termination for Agreement Changes. If we update or replace this Agreement, you may terminate by written notice delivered within ten (10) days after we notify you of the change, and such termination will take effect five (5) days after your notice.
Termination for Cause. We may terminate: (i) upon thirty (30) days’ notice of material breach uncured at expiry; (ii) upon fifteen (15) days’ notice of non‑payment uncured at expiry; (iii) immediately upon bankruptcy/insolvency events; (iv) immediately for breach of terms applicable to your subscription with us (if any), including default to us or our Corporate Affiliate; or (v) immediately if you act(ed) in a way that negatively reflects on or affects us, our prospects, or customers.
Effects of Expiration/Termination. Expiration or termination: (i) without cause by us, (ii) by you with cause, or (iii) by you under Section 18.3, does not affect our obligation to pay Commission so long as the related payment for the Customer Transaction is recognized by us within thirty (30) days after the date of such termination/expiration. We will not pay fees on Customer Transactions recognized after that 30‑day window. If termination is without cause by you or for cause by us, our obligation to pay and your right to receive Commission end on the termination date, regardless of otherwise‑eligible Commission. No double‑compensation: you are not entitled to Commission to the extent you are eligible to receive a revenue share or other partner compensation from Company under another program for the same transaction(s). Upon termination/expiration, you will discontinue all use of and delete the Affiliate Tool. Upon termination/expiration, an Affiliate Lead is not valid, and we may keep it in our database and engage the prospect.
Post‑Termination Clean‑Up. Upon termination/expiration, you will immediately discontinue all use of our trademarks and references to the Affiliate Program from your websites and collateral. For clarity, termination/expiration of this Agreement does not terminate a Customer’s subscription agreement.
19. Partner Representations and Warranties
You represent and warrant that: (i) you have sufficient rights and permissions to participate in the Program and to provide Affiliate Leads for our use; (ii) your participation will not conflict with your existing agreements; and (iii) you own or have sufficient rights to grant our permitted use of the Partner Marks.
You further represent and warrant that: (i) you will comply with applicable trade/regulatory requirements (e.g., clear disclosure that you are a Company partner where Affiliate Links are used); (ii) you will accurately provide in the Affiliate Tool all websites/domains where you use Affiliate Links; (iii) you will not purchase ads that could be considered as competing with Company’s advertising (including branded keywords); (iv) you will not engage in cookie stuffing or pop‑ups; (v) you will not mask referring URLs; (vi) you will not use your own Affiliate Link to purchase Company products for yourself; and (vii) you will not use mechanisms to deliver leads other than through an intended consumer, including bots, iframes, or hidden frames, or incentive schemes to encourage purchases/signups.
20. Indemnification
You will indemnify, defend, and hold us harmless against third‑party claims arising out of: (a) your participation in the Program; (b) our use of prospect data you provide; (c) your breach of this Agreement; (d) your use of the Affiliate Tool; or (e) our use of the Partner Marks; subject to our timely notice, your control of the defense, and reasonable cooperation. You will not settle any claim imposing obligations or admissions on us without our prior written consent.
21. Disclaimers; Limitations of Liability
Limitation. NEITHER PARTY (NOR THEIR OFFICERS, AGENTS, EMPLOYEES, INSURERS, LICENSORS, OR SERVICE PROVIDERS) IS LIABLE TO THE OTHER FOR LOST PROFITS, COSTS OF SUBSTITUTE GOODS/SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY. COMPANY’S AGGREGATE LIABILITY IS LIMITED TO THE TOTAL COMMISSION PAID TO PARTNER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S). THESE LIMITATIONS DO NOT APPLY TO DEFENSE/INDEMNIFICATION OBLIGATIONS OR BREACHES OF OWNERSHIP OR CONFIDENTIALITY.
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, NON‑INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; ANY NON‑DISCLAIMABLE WARRANTY APPLIES ONLY TO THE MINIMUM EXTENT REQUIRED BY LAW.
22. General
22.1 Amendment; No Waiver. We may update or change this Agreement (including replacement) by notifying you via the Affiliate Tool and/or email. The updated Agreement becomes effective and binding on the next business day after notice. If you don’t agree, you may terminate under Section 18.3. No delay or failure to object is a waiver; a waiver on one occasion is not a waiver on any future occasion.
22.2 Applicable Law; Venue. This Agreement is governed by the laws of the jurisdiction where Company has its principal place of business when a dispute arises, without regard to conflict‑of‑laws rules. The exclusive venue/jurisdiction is the state and federal courts in that jurisdiction.
22.3 Force Majeure. Neither party is liable for failure/delay due to events beyond reasonable control; each will use reasonable efforts to mitigate.
22.4 Relationship of the Parties. No joint venture, partnership, employment, or agency relationship is created. You have no authority to bind us. You will not make statements contradicting the foregoing.
22.5 Disclosure of Partner Relationship. You are solely responsible for disclosing the nature of your referral/partnership relationship to leads/customers and will indemnify us for liabilities arising from your failure to disclose.
22.6 Compliance with Laws. You (and any third parties acting for you) will comply with all applicable laws (including export control and unsolicited email laws), regulations, and orders; you will not engage in deceptive/illegal/unethical marketing. Export/sanctions laws may apply to the Services; you will comply with OFAC sanctions and not export/re‑export/transfer the Services to prohibited countries/persons or permit their use by such parties.
22.7 Severability. Invalid/unenforceable provisions are replaced by valid ones that most closely reflect the original intent; the remainder remains in effect.
22.8 Notices. Notices are sent to the contact address set forth below (as updated by notice) and deemed delivered on actual receipt.
To LangGenius, Inc.: 440 N. Wolfe Road, Sunnyvale, CA 94085, Attention: Legal Department.
To you: the address in your Affiliate Tool account. We may give electronic notices by email to your addresses on record in the Affiliate Tool.
22.9 Entire Agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes prior contemporaneous understandings. Except as permitted by Section 22.1, no amendment or modification is binding unless in writing and signed by duly authorized representatives of both parties. This Agreement will be interpreted according to its terms without strict construction for or against either party.
22.10 Assignment. You may not assign/transfer this Agreement (including by merger, reorganization, sale of assets, change of control, or by law) without our prior written consent. We may assign to a Corporate Affiliate or in connection with merger, reorganization, sale of assets, change of control, or by law.
22.11 No Third‑Party Beneficiaries. No third party has rights or remedies under this Agreement.
22.12 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated by reference.
22.13 No Licenses. You receive only the rights and licenses expressly stated here; no other rights to our Services, trademarks, or other property are granted.
22.14 Authority. Each party represents and warrants it has full power and authority to enter into and perform this Agreement.
22.15 Survival. The following survive expiration/termination: Commission and Payment, Proprietary Rights, Confidentiality, Effects of Expiration/Termination, Indemnification, Disclaimers; Limitations of Liability, and General.
This Affiliate Program Agreement (this “Agreement”) is between LangGenius, Inc. (“Company”, “we”, “our”) and you (the “Partner”).
It describes how we will work together and other aspects of our business relationship. This Agreement applies to your participation in our Affiliate Program (the “Program”). These terms are so important that we cannot have you participate in our Program unless you agree to them.
We may periodically update these terms, as set out in Section 22.1 (Amendment; No Waiver). If you don’t agree to an update or replacement, you may terminate as described in Section 18.3.
For the purposes of this Agreement:
“Affiliate Tool” means the tool/software we make available to you upon your acceptance into the Program for participation and administration.
“Affiliate Link” means a link (text or graphic) we assign to you via the Affiliate Tool to track referrals.
“Affiliate URL” means the landing page or URL designated in the Affiliate Tool to which the Affiliate Link resolves.
“Affiliate Lead” means a prospect that first clicks your Affiliate Link and is submitted/recorded via the Affiliate Tool.
“Customer Transaction” means a purchase of Company Services by a Customer.
“Conversion” means a Customer’s first‑ever applicable Customer Transaction after clicking on your Affiliate Link (including a new user’s initial sign‑up and purchase, or an existing non‑paying user’s first purchase).
“Attributed Customer” means, after a Conversion via your Affiliate Link, the Customer attributed to you for account‑lifecycle identification under this Agreement.
“Commission” means the referral commission shown in the Affiliate Tool (or Program Policies).
“Commission Period” means the first twelve (12) months following Conversion during which eligible subscription payments by an Attributed Customer may earn Commission, subject to this Agreement.
“Locking Period” means the period shown in the Affiliate Tool (or Program Policies) during which a Customer must remain a paying customer for Commission to be payable.
“Program Policies Page” means the page referenced in the Affiliate Tool that specifies operational parameters (e.g., lead validity window, locking period, commission rate/eligibility) and is incorporated by reference (see Section 22.12).
“Services” means Company’s subscription services described in the Affiliate Tool and Program Policies for which commission eligibility is expressly offered under this Program. “Other Products” means all other Company offerings not covered by this Program (e.g., one‑time fees, professional services, or items designated as excluded in the Affiliate Tool/Program Policies).
“Corporate Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with a party.
1. Non‑Exclusivity
This Agreement is non‑exclusive. Both you and we may recommend similar products and services of third parties and work with others regarding similar services and products.
2. Partner Acceptance
Once you complete an application to become a Partner, we will review it and notify you whether you have been accepted to participate in the Affiliate Program. If we do not notify you within thirty (30) days from your application, your application is deemed rejected.
If accepted, this Agreement applies upon notice of acceptance until terminated under Section 18. You must complete any enrollment criteria set out in the Program Policies Page (if applicable) within thirty (30) days of acceptance; otherwise, this Agreement terminates and you may no longer participate in the Affiliate Program. You will comply with this Agreement and all applicable Program Policies at all times.
3. Customer Transactions
Affiliate Program Limits. Each accepted Affiliate Lead will expire as stated in the Affiliate Tool (or Program Policies), measured from the lead’s first click on your Affiliate Link. We will pay Commission as described in the Affiliate Tool (or Program Policies) for each Customer who completes a Conversion, provided you remain eligible under this Agreement.
Once a Conversion occurs via your Affiliate Link, that Customer is an Attributed Customer for the lifetime of their account, provided that Commission applies only to eligible subscription payments made by that Attributed Customer during the Commission Period, as detailed in the Program Policies or the Affiliate Tool. You are not eligible for Commission on payments made after the Commission Period or on Other Products, unless otherwise specified in the Affiliate Tool. Commission accrual and payment are further subject to Section 18.5.
4. Eligibility
To be eligible for Commission: (i) an Affiliate Lead must be accepted and valid under Section 6; (ii) a Customer Transaction must have occurred; and (iii) the Customer must remain a paying customer during the Locking Period shown in the Affiliate Tool (or Program Policies).
You are not eligible to receive Commission or other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by applicable laws/regulations; (ii) the applicable Customer objects to/prohibits such compensation or excludes it from payments to us or our partners; (iii) the Customer has paid/will pay such fees directly to you; (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link/Tool, violation of Program Policies, or other conduct that breaches the spirit of the Program; or (v) the Customer participates in another Company program that covers the same transaction(s) and would result in duplicative compensation. We may discontinue Commission payments if any eligibility criterion above is not met at any time.
Eligibility; Ongoing Requirements. You represent, warrant, and covenant to: (a) use commercially reasonable efforts to promote and market the Company consistent with this Agreement; (b) conduct business professionally, reflecting favorably on the Company and its Services; (c) avoid deceptive/misleading/unethical practices; (d) not make false, misleading, or unauthorized statements about the Company or its Services; and (e) comply with all applicable laws and obtain all necessary registrations/approvals.
5. Authority
You have no authority to distribute or resell the Services or to bind the Company. Except as expressly set forth in Company‑provided materials (collectively, “Company Materials”), you will not make representations/warranties about the Company or the Services. You are solely responsible for any unauthorized/inconsistent statements you make.
6. Acceptance and Validity
Commission eligibility applies only to Customer Transactions derived from Affiliate Leads generated by your Affiliate Link and accepted by the Company. An Affiliate Lead is valid/accepted if, in our reasonable determination: (i) it is a new potential customer or an existing non‑paying user; and (ii) at submission it is not a pre‑existing paying customer or involved in our active sales process.
We may decline any Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Services within the time period described in the Affiliate Tool (or Program Policies) from the first click on the Affiliate Link, no Commission is payable even if the prospect later purchases. An Affiliate Lead is not valid if its first click occurs after this Agreement expires or terminates.
7. Engagement with Prospects
After receiving Affiliate Lead information, we may engage prospects directly whether or not the lead is valid, at our discretion.
8. License
Subject to your compliance with this Agreement, we grant you a revocable, non‑transferable, worldwide, non‑exclusive license during the Term to market and promote the Services and display the Affiliate Link (text or logo/graphic) we assign to you via the Affiliate Tool, which links to your Affiliate URL, consistent with our trademark policies and this Agreement. No rights are granted to sublicense, resell, or otherwise distribute to customers or third parties.
9. Commission and Payment
To receive payment, you must: (i) agree to this Agreement (generally via the Affiliate Tool); (ii) complete all steps to create your Affiliate Tool account; (iii) maintain a valid, up‑to‑date payment method in the Affiliate Tool; and (iv) complete all required tax documentation. We reserve the right to modify the commission structure, payment schedule, or eligibility criteria at any time with a seven (7) business day prior notice via the Affiliate Tool.
10. Requirements for Payment; Forfeiture
If any requirement in Section 9(i)–(iv) remains outstanding for six (6) months immediately following the close of a Customer Transaction, your right to receive Commission from any and all Customer Transactions with the associated Customer is forfeited (each, a “Forfeited Transaction”). We have no obligation to pay Commission on a Forfeited Transaction. Once you satisfy Section 9(i)–(iv), you are eligible to receive Commission on Customer Transactions, excluding any Forfeited Transaction.
We can suspend or deactivate the Affiliate Tool account immediately if fraudulent, misleading, or suspicious activity is detected, pending investigation. Our determination in good faith shall be final. All unpaid commissions shall be subject to verification and may be withheld if fraud, violation, or duplication is suspected.
11. Third‑Party Payment Processors
We may use third‑party payment processors (“Payment Processors”) to facilitate Program payments. You are responsible for providing and maintaining current contact/payment information with us and the Payment Processors. We are not liable for, and will not resend, payments returned due to incorrect addresses. Payments are made within forty‑five (45) days after the end of the calendar month in which the corresponding amounts are collected by the Company.
12. Taxes; Offsets
You are responsible for all taxes and fees (including bank fees) applicable to the Commission. Amounts payable by us may be offset by amounts you owe to us. We may alter the Commission amount as reflected in the Affiliate Tool.
13. Training and Support
We may make available webinars and other resources as part of the Affiliate Program and may change or discontinue such benefits at any time without notice. You will encourage relevant personnel to participate in recommended training.
14. Quality Control
Your use of the Services, the Company’s trademarks and service marks (“Company Marks”), and Company marketing materials must conform to standards we set from time to time. Use expressly authorized by Sections 8 and 15 does not require separate written approval, but any modification, adaptation, or use outside our published brand/trademark guidelines requires prior written approval. Partner acknowledges this Section is a material term.
15. Trademarks
You grant us a nonexclusive, nontransferable, royalty‑free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Program and this Agreement. If we make the Company Marks available to you via the Affiliate Tool, you may use the Company Marks so long as you: (i) only use the images of the Company Marks we provide, unaltered; (ii) use the Company Marks solely in connection with the Affiliate Program and this Agreement; (iii) comply with our Dify Brand Guidelines (the “Trademark Usage Guidelines”), which we make available on our website and/or in the Affiliate Tool; and (iv) immediately comply with any request to discontinue use. You must not use the Company Marks in a misleading/disparaging way, to imply endorsement, or in violation of law or in connection with obscene/indecent/unlawful material.
16. Proprietary Rights
No software license is granted by this Agreement. The Services, Company trademarks, and Company marketing materials (and all goodwill therein) are owned by Company or its licensors. You will not contest Company’s ownership, remove/alter proprietary notices, or use Company IP in a manner suggesting ownership by you. Feedback is non‑confidential, and we may use it without payment unless otherwise agreed in writing.
17. Confidentiality
“Confidential Information” means non‑public information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”), whether written, machine‑readable, or oral, including business, technical, financial, pricing, plans, and other proprietary information of the Disclosing Party or its Corporate Affiliates. No party shall during the term of this Agreement or after its termination disclose to any third party any confidential information of the disclosing party (except as required by law or with the prior written consent of the disclosing party).
18. Term and Termination
Term. This Agreement applies for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Either party may terminate on fifteen (15) days’ written notice.
Termination for Agreement Changes. If we update or replace this Agreement, you may terminate by written notice delivered within ten (10) days after we notify you of the change, and such termination will take effect five (5) days after your notice.
Termination for Cause. We may terminate: (i) upon thirty (30) days’ notice of material breach uncured at expiry; (ii) upon fifteen (15) days’ notice of non‑payment uncured at expiry; (iii) immediately upon bankruptcy/insolvency events; (iv) immediately for breach of terms applicable to your subscription with us (if any), including default to us or our Corporate Affiliate; or (v) immediately if you act(ed) in a way that negatively reflects on or affects us, our prospects, or customers.
Effects of Expiration/Termination. Expiration or termination: (i) without cause by us, (ii) by you with cause, or (iii) by you under Section 18.3, does not affect our obligation to pay Commission so long as the related payment for the Customer Transaction is recognized by us within thirty (30) days after the date of such termination/expiration. We will not pay fees on Customer Transactions recognized after that 30‑day window. If termination is without cause by you or for cause by us, our obligation to pay and your right to receive Commission end on the termination date, regardless of otherwise‑eligible Commission. No double‑compensation: you are not entitled to Commission to the extent you are eligible to receive a revenue share or other partner compensation from Company under another program for the same transaction(s). Upon termination/expiration, you will discontinue all use of and delete the Affiliate Tool. Upon termination/expiration, an Affiliate Lead is not valid, and we may keep it in our database and engage the prospect.
Post‑Termination Clean‑Up. Upon termination/expiration, you will immediately discontinue all use of our trademarks and references to the Affiliate Program from your websites and collateral. For clarity, termination/expiration of this Agreement does not terminate a Customer’s subscription agreement.
19. Partner Representations and Warranties
You represent and warrant that: (i) you have sufficient rights and permissions to participate in the Program and to provide Affiliate Leads for our use; (ii) your participation will not conflict with your existing agreements; and (iii) you own or have sufficient rights to grant our permitted use of the Partner Marks.
You further represent and warrant that: (i) you will comply with applicable trade/regulatory requirements (e.g., clear disclosure that you are a Company partner where Affiliate Links are used); (ii) you will accurately provide in the Affiliate Tool all websites/domains where you use Affiliate Links; (iii) you will not purchase ads that could be considered as competing with Company’s advertising (including branded keywords); (iv) you will not engage in cookie stuffing or pop‑ups; (v) you will not mask referring URLs; (vi) you will not use your own Affiliate Link to purchase Company products for yourself; and (vii) you will not use mechanisms to deliver leads other than through an intended consumer, including bots, iframes, or hidden frames, or incentive schemes to encourage purchases/signups.
20. Indemnification
You will indemnify, defend, and hold us harmless against third‑party claims arising out of: (a) your participation in the Program; (b) our use of prospect data you provide; (c) your breach of this Agreement; (d) your use of the Affiliate Tool; or (e) our use of the Partner Marks; subject to our timely notice, your control of the defense, and reasonable cooperation. You will not settle any claim imposing obligations or admissions on us without our prior written consent.
21. Disclaimers; Limitations of Liability
Limitation. NEITHER PARTY (NOR THEIR OFFICERS, AGENTS, EMPLOYEES, INSURERS, LICENSORS, OR SERVICE PROVIDERS) IS LIABLE TO THE OTHER FOR LOST PROFITS, COSTS OF SUBSTITUTE GOODS/SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY. COMPANY’S AGGREGATE LIABILITY IS LIMITED TO THE TOTAL COMMISSION PAID TO PARTNER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S). THESE LIMITATIONS DO NOT APPLY TO DEFENSE/INDEMNIFICATION OBLIGATIONS OR BREACHES OF OWNERSHIP OR CONFIDENTIALITY.
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, NON‑INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; ANY NON‑DISCLAIMABLE WARRANTY APPLIES ONLY TO THE MINIMUM EXTENT REQUIRED BY LAW.
22. General
22.1 Amendment; No Waiver. We may update or change this Agreement (including replacement) by notifying you via the Affiliate Tool and/or email. The updated Agreement becomes effective and binding on the next business day after notice. If you don’t agree, you may terminate under Section 18.3. No delay or failure to object is a waiver; a waiver on one occasion is not a waiver on any future occasion.
22.2 Applicable Law; Venue. This Agreement is governed by the laws of the jurisdiction where Company has its principal place of business when a dispute arises, without regard to conflict‑of‑laws rules. The exclusive venue/jurisdiction is the state and federal courts in that jurisdiction.
22.3 Force Majeure. Neither party is liable for failure/delay due to events beyond reasonable control; each will use reasonable efforts to mitigate.
22.4 Relationship of the Parties. No joint venture, partnership, employment, or agency relationship is created. You have no authority to bind us. You will not make statements contradicting the foregoing.
22.5 Disclosure of Partner Relationship. You are solely responsible for disclosing the nature of your referral/partnership relationship to leads/customers and will indemnify us for liabilities arising from your failure to disclose.
22.6 Compliance with Laws. You (and any third parties acting for you) will comply with all applicable laws (including export control and unsolicited email laws), regulations, and orders; you will not engage in deceptive/illegal/unethical marketing. Export/sanctions laws may apply to the Services; you will comply with OFAC sanctions and not export/re‑export/transfer the Services to prohibited countries/persons or permit their use by such parties.
22.7 Severability. Invalid/unenforceable provisions are replaced by valid ones that most closely reflect the original intent; the remainder remains in effect.
22.8 Notices. Notices are sent to the contact address set forth below (as updated by notice) and deemed delivered on actual receipt.
To LangGenius, Inc.: 440 N. Wolfe Road, Sunnyvale, CA 94085, Attention: Legal Department.
To you: the address in your Affiliate Tool account. We may give electronic notices by email to your addresses on record in the Affiliate Tool.
22.9 Entire Agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes prior contemporaneous understandings. Except as permitted by Section 22.1, no amendment or modification is binding unless in writing and signed by duly authorized representatives of both parties. This Agreement will be interpreted according to its terms without strict construction for or against either party.
22.10 Assignment. You may not assign/transfer this Agreement (including by merger, reorganization, sale of assets, change of control, or by law) without our prior written consent. We may assign to a Corporate Affiliate or in connection with merger, reorganization, sale of assets, change of control, or by law.
22.11 No Third‑Party Beneficiaries. No third party has rights or remedies under this Agreement.
22.12 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated by reference.
22.13 No Licenses. You receive only the rights and licenses expressly stated here; no other rights to our Services, trademarks, or other property are granted.
22.14 Authority. Each party represents and warrants it has full power and authority to enter into and perform this Agreement.
22.15 Survival. The following survive expiration/termination: Commission and Payment, Proprietary Rights, Confidentiality, Effects of Expiration/Termination, Indemnification, Disclaimers; Limitations of Liability, and General.
This Affiliate Program Agreement (this “Agreement”) is between LangGenius, Inc. (“Company”, “we”, “our”) and you (the “Partner”).
It describes how we will work together and other aspects of our business relationship. This Agreement applies to your participation in our Affiliate Program (the “Program”). These terms are so important that we cannot have you participate in our Program unless you agree to them.
We may periodically update these terms, as set out in Section 22.1 (Amendment; No Waiver). If you don’t agree to an update or replacement, you may terminate as described in Section 18.3.
For the purposes of this Agreement:
“Affiliate Tool” means the tool/software we make available to you upon your acceptance into the Program for participation and administration.
“Affiliate Link” means a link (text or graphic) we assign to you via the Affiliate Tool to track referrals.
“Affiliate URL” means the landing page or URL designated in the Affiliate Tool to which the Affiliate Link resolves.
“Affiliate Lead” means a prospect that first clicks your Affiliate Link and is submitted/recorded via the Affiliate Tool.
“Customer Transaction” means a purchase of Company Services by a Customer.
“Conversion” means a Customer’s first‑ever applicable Customer Transaction after clicking on your Affiliate Link (including a new user’s initial sign‑up and purchase, or an existing non‑paying user’s first purchase).
“Attributed Customer” means, after a Conversion via your Affiliate Link, the Customer attributed to you for account‑lifecycle identification under this Agreement.
“Commission” means the referral commission shown in the Affiliate Tool (or Program Policies).
“Commission Period” means the first twelve (12) months following Conversion during which eligible subscription payments by an Attributed Customer may earn Commission, subject to this Agreement.
“Locking Period” means the period shown in the Affiliate Tool (or Program Policies) during which a Customer must remain a paying customer for Commission to be payable.
“Program Policies Page” means the page referenced in the Affiliate Tool that specifies operational parameters (e.g., lead validity window, locking period, commission rate/eligibility) and is incorporated by reference (see Section 22.12).
“Services” means Company’s subscription services described in the Affiliate Tool and Program Policies for which commission eligibility is expressly offered under this Program. “Other Products” means all other Company offerings not covered by this Program (e.g., one‑time fees, professional services, or items designated as excluded in the Affiliate Tool/Program Policies).
“Corporate Affiliate” means any person or entity directly or indirectly controlling, controlled by, or under common control with a party.
1. Non‑Exclusivity
This Agreement is non‑exclusive. Both you and we may recommend similar products and services of third parties and work with others regarding similar services and products.
2. Partner Acceptance
Once you complete an application to become a Partner, we will review it and notify you whether you have been accepted to participate in the Affiliate Program. If we do not notify you within thirty (30) days from your application, your application is deemed rejected.
If accepted, this Agreement applies upon notice of acceptance until terminated under Section 18. You must complete any enrollment criteria set out in the Program Policies Page (if applicable) within thirty (30) days of acceptance; otherwise, this Agreement terminates and you may no longer participate in the Affiliate Program. You will comply with this Agreement and all applicable Program Policies at all times.
3. Customer Transactions
Affiliate Program Limits. Each accepted Affiliate Lead will expire as stated in the Affiliate Tool (or Program Policies), measured from the lead’s first click on your Affiliate Link. We will pay Commission as described in the Affiliate Tool (or Program Policies) for each Customer who completes a Conversion, provided you remain eligible under this Agreement.
Once a Conversion occurs via your Affiliate Link, that Customer is an Attributed Customer for the lifetime of their account, provided that Commission applies only to eligible subscription payments made by that Attributed Customer during the Commission Period, as detailed in the Program Policies or the Affiliate Tool. You are not eligible for Commission on payments made after the Commission Period or on Other Products, unless otherwise specified in the Affiliate Tool. Commission accrual and payment are further subject to Section 18.5.
4. Eligibility
To be eligible for Commission: (i) an Affiliate Lead must be accepted and valid under Section 6; (ii) a Customer Transaction must have occurred; and (iii) the Customer must remain a paying customer during the Locking Period shown in the Affiliate Tool (or Program Policies).
You are not eligible to receive Commission or other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by applicable laws/regulations; (ii) the applicable Customer objects to/prohibits such compensation or excludes it from payments to us or our partners; (iii) the Customer has paid/will pay such fees directly to you; (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link/Tool, violation of Program Policies, or other conduct that breaches the spirit of the Program; or (v) the Customer participates in another Company program that covers the same transaction(s) and would result in duplicative compensation. We may discontinue Commission payments if any eligibility criterion above is not met at any time.
Eligibility; Ongoing Requirements. You represent, warrant, and covenant to: (a) use commercially reasonable efforts to promote and market the Company consistent with this Agreement; (b) conduct business professionally, reflecting favorably on the Company and its Services; (c) avoid deceptive/misleading/unethical practices; (d) not make false, misleading, or unauthorized statements about the Company or its Services; and (e) comply with all applicable laws and obtain all necessary registrations/approvals.
5. Authority
You have no authority to distribute or resell the Services or to bind the Company. Except as expressly set forth in Company‑provided materials (collectively, “Company Materials”), you will not make representations/warranties about the Company or the Services. You are solely responsible for any unauthorized/inconsistent statements you make.
6. Acceptance and Validity
Commission eligibility applies only to Customer Transactions derived from Affiliate Leads generated by your Affiliate Link and accepted by the Company. An Affiliate Lead is valid/accepted if, in our reasonable determination: (i) it is a new potential customer or an existing non‑paying user; and (ii) at submission it is not a pre‑existing paying customer or involved in our active sales process.
We may decline any Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Services within the time period described in the Affiliate Tool (or Program Policies) from the first click on the Affiliate Link, no Commission is payable even if the prospect later purchases. An Affiliate Lead is not valid if its first click occurs after this Agreement expires or terminates.
7. Engagement with Prospects
After receiving Affiliate Lead information, we may engage prospects directly whether or not the lead is valid, at our discretion.
8. License
Subject to your compliance with this Agreement, we grant you a revocable, non‑transferable, worldwide, non‑exclusive license during the Term to market and promote the Services and display the Affiliate Link (text or logo/graphic) we assign to you via the Affiliate Tool, which links to your Affiliate URL, consistent with our trademark policies and this Agreement. No rights are granted to sublicense, resell, or otherwise distribute to customers or third parties.
9. Commission and Payment
To receive payment, you must: (i) agree to this Agreement (generally via the Affiliate Tool); (ii) complete all steps to create your Affiliate Tool account; (iii) maintain a valid, up‑to‑date payment method in the Affiliate Tool; and (iv) complete all required tax documentation. We reserve the right to modify the commission structure, payment schedule, or eligibility criteria at any time with a seven (7) business day prior notice via the Affiliate Tool.
10. Requirements for Payment; Forfeiture
If any requirement in Section 9(i)–(iv) remains outstanding for six (6) months immediately following the close of a Customer Transaction, your right to receive Commission from any and all Customer Transactions with the associated Customer is forfeited (each, a “Forfeited Transaction”). We have no obligation to pay Commission on a Forfeited Transaction. Once you satisfy Section 9(i)–(iv), you are eligible to receive Commission on Customer Transactions, excluding any Forfeited Transaction.
We can suspend or deactivate the Affiliate Tool account immediately if fraudulent, misleading, or suspicious activity is detected, pending investigation. Our determination in good faith shall be final. All unpaid commissions shall be subject to verification and may be withheld if fraud, violation, or duplication is suspected.
11. Third‑Party Payment Processors
We may use third‑party payment processors (“Payment Processors”) to facilitate Program payments. You are responsible for providing and maintaining current contact/payment information with us and the Payment Processors. We are not liable for, and will not resend, payments returned due to incorrect addresses. Payments are made within forty‑five (45) days after the end of the calendar month in which the corresponding amounts are collected by the Company.
12. Taxes; Offsets
You are responsible for all taxes and fees (including bank fees) applicable to the Commission. Amounts payable by us may be offset by amounts you owe to us. We may alter the Commission amount as reflected in the Affiliate Tool.
13. Training and Support
We may make available webinars and other resources as part of the Affiliate Program and may change or discontinue such benefits at any time without notice. You will encourage relevant personnel to participate in recommended training.
14. Quality Control
Your use of the Services, the Company’s trademarks and service marks (“Company Marks”), and Company marketing materials must conform to standards we set from time to time. Use expressly authorized by Sections 8 and 15 does not require separate written approval, but any modification, adaptation, or use outside our published brand/trademark guidelines requires prior written approval. Partner acknowledges this Section is a material term.
15. Trademarks
You grant us a nonexclusive, nontransferable, royalty‑free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Program and this Agreement. If we make the Company Marks available to you via the Affiliate Tool, you may use the Company Marks so long as you: (i) only use the images of the Company Marks we provide, unaltered; (ii) use the Company Marks solely in connection with the Affiliate Program and this Agreement; (iii) comply with our Dify Brand Guidelines (the “Trademark Usage Guidelines”), which we make available on our website and/or in the Affiliate Tool; and (iv) immediately comply with any request to discontinue use. You must not use the Company Marks in a misleading/disparaging way, to imply endorsement, or in violation of law or in connection with obscene/indecent/unlawful material.
16. Proprietary Rights
No software license is granted by this Agreement. The Services, Company trademarks, and Company marketing materials (and all goodwill therein) are owned by Company or its licensors. You will not contest Company’s ownership, remove/alter proprietary notices, or use Company IP in a manner suggesting ownership by you. Feedback is non‑confidential, and we may use it without payment unless otherwise agreed in writing.
17. Confidentiality
“Confidential Information” means non‑public information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”), whether written, machine‑readable, or oral, including business, technical, financial, pricing, plans, and other proprietary information of the Disclosing Party or its Corporate Affiliates. No party shall during the term of this Agreement or after its termination disclose to any third party any confidential information of the disclosing party (except as required by law or with the prior written consent of the disclosing party).
18. Term and Termination
Term. This Agreement applies for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Either party may terminate on fifteen (15) days’ written notice.
Termination for Agreement Changes. If we update or replace this Agreement, you may terminate by written notice delivered within ten (10) days after we notify you of the change, and such termination will take effect five (5) days after your notice.
Termination for Cause. We may terminate: (i) upon thirty (30) days’ notice of material breach uncured at expiry; (ii) upon fifteen (15) days’ notice of non‑payment uncured at expiry; (iii) immediately upon bankruptcy/insolvency events; (iv) immediately for breach of terms applicable to your subscription with us (if any), including default to us or our Corporate Affiliate; or (v) immediately if you act(ed) in a way that negatively reflects on or affects us, our prospects, or customers.
Effects of Expiration/Termination. Expiration or termination: (i) without cause by us, (ii) by you with cause, or (iii) by you under Section 18.3, does not affect our obligation to pay Commission so long as the related payment for the Customer Transaction is recognized by us within thirty (30) days after the date of such termination/expiration. We will not pay fees on Customer Transactions recognized after that 30‑day window. If termination is without cause by you or for cause by us, our obligation to pay and your right to receive Commission end on the termination date, regardless of otherwise‑eligible Commission. No double‑compensation: you are not entitled to Commission to the extent you are eligible to receive a revenue share or other partner compensation from Company under another program for the same transaction(s). Upon termination/expiration, you will discontinue all use of and delete the Affiliate Tool. Upon termination/expiration, an Affiliate Lead is not valid, and we may keep it in our database and engage the prospect.
Post‑Termination Clean‑Up. Upon termination/expiration, you will immediately discontinue all use of our trademarks and references to the Affiliate Program from your websites and collateral. For clarity, termination/expiration of this Agreement does not terminate a Customer’s subscription agreement.
19. Partner Representations and Warranties
You represent and warrant that: (i) you have sufficient rights and permissions to participate in the Program and to provide Affiliate Leads for our use; (ii) your participation will not conflict with your existing agreements; and (iii) you own or have sufficient rights to grant our permitted use of the Partner Marks.
You further represent and warrant that: (i) you will comply with applicable trade/regulatory requirements (e.g., clear disclosure that you are a Company partner where Affiliate Links are used); (ii) you will accurately provide in the Affiliate Tool all websites/domains where you use Affiliate Links; (iii) you will not purchase ads that could be considered as competing with Company’s advertising (including branded keywords); (iv) you will not engage in cookie stuffing or pop‑ups; (v) you will not mask referring URLs; (vi) you will not use your own Affiliate Link to purchase Company products for yourself; and (vii) you will not use mechanisms to deliver leads other than through an intended consumer, including bots, iframes, or hidden frames, or incentive schemes to encourage purchases/signups.
20. Indemnification
You will indemnify, defend, and hold us harmless against third‑party claims arising out of: (a) your participation in the Program; (b) our use of prospect data you provide; (c) your breach of this Agreement; (d) your use of the Affiliate Tool; or (e) our use of the Partner Marks; subject to our timely notice, your control of the defense, and reasonable cooperation. You will not settle any claim imposing obligations or admissions on us without our prior written consent.
21. Disclaimers; Limitations of Liability
Limitation. NEITHER PARTY (NOR THEIR OFFICERS, AGENTS, EMPLOYEES, INSURERS, LICENSORS, OR SERVICE PROVIDERS) IS LIABLE TO THE OTHER FOR LOST PROFITS, COSTS OF SUBSTITUTE GOODS/SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY. COMPANY’S AGGREGATE LIABILITY IS LIMITED TO THE TOTAL COMMISSION PAID TO PARTNER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S). THESE LIMITATIONS DO NOT APPLY TO DEFENSE/INDEMNIFICATION OBLIGATIONS OR BREACHES OF OWNERSHIP OR CONFIDENTIALITY.
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, NON‑INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; ANY NON‑DISCLAIMABLE WARRANTY APPLIES ONLY TO THE MINIMUM EXTENT REQUIRED BY LAW.
22. General
22.1 Amendment; No Waiver. We may update or change this Agreement (including replacement) by notifying you via the Affiliate Tool and/or email. The updated Agreement becomes effective and binding on the next business day after notice. If you don’t agree, you may terminate under Section 18.3. No delay or failure to object is a waiver; a waiver on one occasion is not a waiver on any future occasion.
22.2 Applicable Law; Venue. This Agreement is governed by the laws of the jurisdiction where Company has its principal place of business when a dispute arises, without regard to conflict‑of‑laws rules. The exclusive venue/jurisdiction is the state and federal courts in that jurisdiction.
22.3 Force Majeure. Neither party is liable for failure/delay due to events beyond reasonable control; each will use reasonable efforts to mitigate.
22.4 Relationship of the Parties. No joint venture, partnership, employment, or agency relationship is created. You have no authority to bind us. You will not make statements contradicting the foregoing.
22.5 Disclosure of Partner Relationship. You are solely responsible for disclosing the nature of your referral/partnership relationship to leads/customers and will indemnify us for liabilities arising from your failure to disclose.
22.6 Compliance with Laws. You (and any third parties acting for you) will comply with all applicable laws (including export control and unsolicited email laws), regulations, and orders; you will not engage in deceptive/illegal/unethical marketing. Export/sanctions laws may apply to the Services; you will comply with OFAC sanctions and not export/re‑export/transfer the Services to prohibited countries/persons or permit their use by such parties.
22.7 Severability. Invalid/unenforceable provisions are replaced by valid ones that most closely reflect the original intent; the remainder remains in effect.
22.8 Notices. Notices are sent to the contact address set forth below (as updated by notice) and deemed delivered on actual receipt.
To LangGenius, Inc.: 440 N. Wolfe Road, Sunnyvale, CA 94085, Attention: Legal Department.
To you: the address in your Affiliate Tool account. We may give electronic notices by email to your addresses on record in the Affiliate Tool.
22.9 Entire Agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes prior contemporaneous understandings. Except as permitted by Section 22.1, no amendment or modification is binding unless in writing and signed by duly authorized representatives of both parties. This Agreement will be interpreted according to its terms without strict construction for or against either party.
22.10 Assignment. You may not assign/transfer this Agreement (including by merger, reorganization, sale of assets, change of control, or by law) without our prior written consent. We may assign to a Corporate Affiliate or in connection with merger, reorganization, sale of assets, change of control, or by law.
22.11 No Third‑Party Beneficiaries. No third party has rights or remedies under this Agreement.
22.12 Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated by reference.
22.13 No Licenses. You receive only the rights and licenses expressly stated here; no other rights to our Services, trademarks, or other property are granted.
22.14 Authority. Each party represents and warrants it has full power and authority to enter into and perform this Agreement.
22.15 Survival. The following survive expiration/termination: Commission and Payment, Proprietary Rights, Confidentiality, Effects of Expiration/Termination, Indemnification, Disclaimers; Limitations of Liability, and General.
© 2025 LangGenius, Inc.
Build Production-Ready Agentic Workflow
© 2025 LangGenius, Inc.
Build Production-Ready Agentic Workflow
© 2025 LangGenius, Inc.
Build Production-Ready Agentic Workflow