Tana Affiliate Program Terms & Conditions

Tana Labs, Inc. (“Tana” or “we”) is excited to launch the Tana affiliate program, which allows you, as a Tana Affiliate (“Affiliate” or “you”) the chance to offer access to the cutting-edge and innovative Tana Eligible Products and earn money at the same time, as further described herein (“Affiliate Program”). By becoming an Affiliate, you agree to these Tana Affiliate Program Terms and Conditions (“Agreement”).

ARBITRATION NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN SECTION 17 BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND Tana AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND Tana WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. GETTING STARTED

Participating in the Tana Affiliate Program is easy! First, you have to apply to our Affiliate Program by creating an account with us and filling out an application here. You must also create a PartnerStack account and comply with the PartnerStack Partner Terms of Service in order to receive payment. By applying to the Affiliate Program, you represent and warrant that you are at least 18 years of age and you are not a resident of a country currently under sanction by the Office of Foreign Assets Control, which is subject to change at any time.

After you complete the online application, Tana will review your application and, in its sole discretion, may accept you as a Tana Affiliate, which is based on brand and demographic fit and shall be monitored on an ongoing basis. If Tana chooses you as an Affiliate, then PartnerStack will send you an approval email. Once approved, you will access your account and be given a unique URL (“Unique URL”) to display on your website and social media channels as described in this Agreement. All websites and social media channels that use your Unique URL must be listed in your PartnerStack affiliate profile.

Tana may re-evaluate your Affiliate status and reserves the right to terminate such Affiliate status at any time, which shall take effect immediately upon notice to you.

2. ELIGIBLE TANA PRODUCTS & VALID PURCHASES

The “Eligible Products” you may earn a Commission on are: Tana Plus, Tana Pro. Eligible Products may be purchased in either a monthly or annual subscription. Eligible Products never include any custom priced packages that are not self-service.

Tana uses a third party service provider, PartnerStack, to track a customer from the first click of your Unique URL to the purchase of an Eligible Product on the Tana website. You only earn a Commission for a Valid Purchase of an Eligible Product by a New Tana Customer. “New Tana Customer” means that the customer has never subscribed to use any Tana products (whether or not Eligible Products) in the past.

A “Valid Purchase” means that a New Tana Customer clicked on your Unique URL and purchased a Tana Eligible Product from tana.inc (the “Tana website”) within 30 days of the first click of the Unique URL, and which has been approved by Tana. This means that if someone clicks on your Unique URL on day 1, but purchases an Eligible Product on day 32, then this is not a Valid Purchase. Tana determines whether a purchase is a Valid Purchase in its sole discretion, and has sole right to make decisions if discrepancies in tracking exist. In cases where a customer clicks multiple affiliate links, last-click attribution will be used to determine commission eligibility.

You agree that Tana has the right to all tracking data that Affiliate gathers through its participation in this Affiliate Program, including data which is tracked by PartnerStack.

3. COMMISSION FEES

When a Referral makes a Valid Purchase, you will earn the Commission as outlined in this Agreement. “Referral” shall mean a New Tana Customer that has made a Valid Purchase.

Tana Affiliates earn a base standard commission rate of 15%, which may be increased in Tana’s sole discretion by written invitation by Tana, based on eligibility requirements as determined by Tana, of the Eligible Products’ subscription sale price, subject to those deductions noted below, for a term of no longer than 12 consecutive months from the initial sale of the subscription for up to a total of $100,000 USD (“Commission”). No Commissions are paid on renewal terms. This means that if you sell an Eligible Product annual subscription, you will receive a one-time commission off the annual subscription price and no further commissions from that Referral. If you sell an Eligible Product monthly subscription, then you may receive a Commission for consecutive monthly renewals by such Referral for up to 12 months. If your Referral terminates or downgrades that subscription to Tana Free at any point before the 12-month period, then you will not receive any further commissions.

Commissions:

• (a) Annual cap of $100,000 USD per affiliate
• (b) Annual period defined as rolling 12 months
• (c) Once cap is reached:
  • New referrals will not generate additional commissions
  • Existing trailing commissions will continue until their natural end
  • Cap resets at beginning of next annual period

Tana reserves the right to change the Commission percentages immediately upon written notice to you. In such case, the new Commission price shall take effect immediately for any Referrals after the date of notice of Commission price change. Affiliates who have a high performance rate may be eligible to earn a higher Commission rate, as determined by Tana in its sole discretion on a case by case basis.

Commissions are paid to Affiliates directly from PartnerStack per the PartnerStack Partner Terms of Service. You must create a PartnerStack account and comply with the PartnerStack Partner Terms of Service in order to receive payment. You should reach out to PartnerStack directly regarding questions about payment, and Tana disclaims any liability with respect to your relationship with PartnerStack.

Commission Adjustments and Clawbacks

• (a) Tana reserves the right to recover paid commissions in the following circumstances:
  • Fraudulent transactions or suspicious patterns of activity
  • Full or partial refunds within 14 days of purchase
  • Chargebacks or payment disputes
  • Violations of this Agreement
  • Customer cancellations within the first 14 days of service
• (b) Recovery methods may include:
  • Deduction from future commission payments
  • Direct repayment requirement within 30 days
  • Offset against any other amounts owed to Affiliate

4. PROMOTING TANA PRODUCTS

You must comply with the following requirements when promoting Tana Eligible Products:

You may direct consumers to Tana products through links to the Tana website (and associated subdomains) placed on your personal website or social media channels (subject to the restrictions below), provided that such websites or social media channels are aligned with the Tana brand, as determined by Tana in its discretion. For example, you may not place links to the Tana website, on sites or social media that contains obscene, vulgar, profane, discriminatory, illegal, harmful or violent material.

You must only use the Unique URL obtained from the PartnerStack affiliate interface without manipulation. You may shorten the Unique URL provided in the PartnerStack affiliate interface through URL shortener services.

You may not use Google or other search engine marketing platforms to purchase, own or bid on any domain names or keywords that include any Tana trademarks or service marks, including the word Tana or any Tana product or service names or branding (including Tana Plus or Tana Pro) or any variations or misspellings thereof (collectively the “Tana Marks”) or otherwise use the Tana Marks in the sub-domain of your website URL or promote Tana on Google. You may not purchase any advertising keywords that contain the Tana Marks. You may not use any Tana Marks in your social media account names.

You may not direct link to our website from any online ad or use redirects that yield the same result (a.k.a. URL hijacking). Affiliates must be directed to an actual page on your website or social media channel.

You may not post on any official Tana social media platform in order to attempt to drive consumers to your website or social media sites.

You may not offer any discounts, free trials, coupons, rebates, “kickbacks,” or any other promotional offers that are not expressly approved by Tana in writing.

You may use the Tana Marks on your website or social media, provided that such uses are (i) not part of the social media name or website URL, (ii) in accordance with the social media terms of service and (iii) in accordance with Tana marketing guidelines, which may be communicated to you from time to time.

You may not create a website or social media account that in any way copies, resembles or has the look and feel of the Tana website or social media accounts.

You may not make any representations or warranties regarding the Tana products and services on Tana’s behalf, without the prior written consent of Tana. All statements made by you regarding the Tana products and purchase terms must be true and accurate.

You may give your own opinions about Tana products and services. You agree to promote the Eligible Products and conduct business in a manner that reflects favorably at all times on Eligible Products, or any other Tana products and services, and the good name, goodwill, and reputation of Tana.

You may not connect the Tana Marks with any products or services not aligned with the Tana brand, which is determined by Tana in its sole discretion, for example, grey market, counterfeit or illegal products/services, products/services that promote violence, discrimination or harm, and products/services associated with pornography or obscenity.

You may not use materials that (i) infringe on third party rights, including intellectual property, publicity or privacy rights, (ii) are threatening, harassing, defamatory, obscene, harmful, offensive, or contains nudity, pornography, or sexually explicit materials, or that appeal to minors; (iii) contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information; or (iv) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Affiliate payments from another website, including toolbars, browser plug-ins, extensions, and add-ons.

You may not use any automated software or other technology in an attempt to manipulate or create fake Valid Purchases or otherwise engage in behavior that is fraudulent, abusive or harmful to the Affiliate Program, other Affiliates, Tana customers or Tana.

You may not engage in cookie stuffing or include false or misleading links on your website.

You may not send unsolicited bulk-emails (spam).

You must disclose that in all marketing and advertising, including social media posts, that you are a Tana Affiliate and receiving compensation for any sales of the Products, and include the word “ad” or “advertisement” as required by applicable laws, including your local laws.

You must follow all applicable rules, guidelines, community standards and online terms by applicable social media platforms, laws and regulations, including without limitation, privacy, marketing and advertising laws and any FTC or other applicable disclosure guidelines, which are discussed further in section 9 below.

5. SUB-AFFILIATE NETWORK

Affiliates are permitted to work with sub-affiliate networks, provided they comply with all terms and conditions outlined in this agreement. It is the responsibility of the primary affiliate to ensure that sub-affiliates adhere to the same compliance standards, including but not limited to:

PROPER TRACKING AND USE OF AFFILIATE LINKS: All traffic and sales must be tracked through the appropriate affiliate links provided by the primary affiliate. Any sales generated without the use of these links will not be eligible for commissions.

COMPLIANCE WITH ADVERTISING GUIDELINES: Sub-affiliates must follow all advertising guidelines and refrain from activities such as bidding on branded terms, false claims, or misleading promotions.

REPORTING REQUIREMENTS: The primary affiliate must maintain transparency regarding the activities of their sub-affiliates and provide reports if requested.Failure to ensure sub-affiliate compliance may result in the termination of the affiliate partnership or withholding of commissions.

Primary Affiliate shall:

• (a) Maintain current registry of all sub-affiliates
• (b) Conduct regular compliance audits
• (c) Indemnify Tana for sub-affiliate violations
• (d) Maintain minimum oversight standards

6. TANA LICENSED MATERIALS

Affiliates are permitted to utilize Tana-branded materials provided via the PartnerStack affiliate dashboard, including but not limited to Tana-branded badges, logos, GIFs, videos, photos or other such materials. Affiliate is granted use of these licensed materials during the duration of this contract only.

7. PUBLICITY

You agree that Tana may use your name and likeness in its own marketing. You further agree that Tana may use, reproduce, create derivative works of, publicly display and distribute any content or materials you may create under this Affiliate Program in connection with the marketing of Tana’s products and services, including via paid advertisements.

8. CONFIDENTIALITY

From time to time, Tana may provide Affiliates with confidential and sensitive information around the Tana Eligible Products, unreleased products or certain Tana campaigns or offers, and Affiliate agrees to keep such information strictly confidential and not to release such confidential information into the public domain at any time before it becomes public by Tana. Affiliate agrees to only use such confidential information for performing its obligations as an Affiliate and never for its own benefit. Affiliate also agrees that information about Referrals, and associated customer information, is Confidential Information of Tana.

9. INTELLECTUAL PROPERTY

The Tana Eligible Products, Tana Licensed Materials, including the Tana Marks, domain names and promotional materials constitute intellectual property owned by Tana, including trademarks, copyrights, patents and trade secrets. Affiliate also acknowledges Tana’s ownership of all customer-related information, including those arising from Referrals. Affiliate must respect the intellectual property of Tana at all times, including being in full compliance with this Agreement.

10. LEGAL COMPLIANCE

You represent and warrant that you are in compliance with and will continue to comply with all applicable US and international laws, rules, and regulations. This includes, without limitation, applicable laws governing marketing emails, including, the CAN-SPAM Act, Telemarketing Sales Rule, Telephone Consumer Protection Act, e-Privacy Directive (as may be superseded by the e-Privacy Regulation), any FTC rules, regulations or guidelines relating to marketing, endorsements and disclosures of material connections, and all other anti-spam laws, privacy laws and regulations, including the California Consumer Privacy Act and the General Data Protection Regulation, and rules, regulations and laws governing false or deceptive advertising and intellectual property infringement. More information on FTC disclosure guidelines can be found on the FTC website, including at https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing. More information on the disclosure of material connections rules can be found here. When acting as an Affiliate via third party social media platforms (such as Facebook, Instagram, etc.), you agree to comply with all applicable online policies and terms of use, community standards, and stated values of such third party platforms.

If you are marketing or acting as an Affiliate outside the United States, you are fully responsible for compliance with all local laws, including marketing, advertising and privacy regulations. If you are unsure about applicable rules, please consult an attorney or consumer protection authority within your jurisdiction for further guidance and instructions on how to act as an Affiliate compliantly.

11. GENERAL REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

You are responsible for your employees, agents or contractors and shall be liable for their acts or omissions in breach of this Agreement.

You have full right, power and authority to enter into this Agreement and to perform your obligations hereunder, without the approval or consent of any other party, and your participation in this Affiliate program complies and will comply with the laws in your jurisdiction.

This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and that your performance of your obligations under this Agreement does not (and will not) constitute a breach of or conflict with any other agreement or arrangement by which you are bound.

12. INDEMNIFICATION

You agree to fully indemnify and hold Tana harmless, continually on demand, against any and all claims, liabilities, losses, damages, judgments, settlements, attorneys’ fees and other costs and expenses, including from a third party, incurred by Tana and its affiliates, and their respective officers, directors, shareholders, employees and contractors, which arise out of or relate to your breach or alleged breach of this Agreement, your conduct or omissions with this Affiliate Program or your use of PartnerStack and/or LinkMink, including by your contractors or employees. Tana shall have sole discretion over the defense of any claim at your sole cost

13. DISCLAIMER OF WARRANTIES & LIMITATION ON LIABILITY

NEITHER Tana NOR ANY PERSON ON Tana'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, WITH RESPECT TO THE AFFILIATE PROGRAM, Tana ELIGIBLE PRODUCTS, OR THE PARTNERSTACK OR LINKMINK PLATFORM, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR MINIMUM COMMISSIONS, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND AFFILIATE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY Tana, OR ANY OTHER PERSON ON Tana’S BEHALF. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT IS Tana OR ITS LICENSORS LIABLE FOR (I) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, OR (II) DIRECT DAMAGES IN EXCESS OF THE AMOUNTS PAID BY Tana TO AFFILIATE IN THE PRECEDING 6 MONTHS, WHICH ARISE OUT OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT AFFILIATE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. Tana DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF THE PARTNERSTACK OR LINKMINK PLATFORM.

14. MODIFICATION AND TERMINATION

Tana reserves the right to change, modify, and/or eliminate the Affiliate Program and/or all or any portion of this Agreement or any policy pertaining to the Affiliate Program at any time and for any reason in its sole discretion, including our right to discontinue or change the benefits or Commission received under the Affiliate Program or merge the Affiliate Program with another program. We will post the updated terms on our website and email you notice of such changes, and your continued participation in the Affiliate Program constitutes your acceptance of the updated terms.

Tana reserves the right to suspend or remove Affiliates from the Tana Affiliate Program at any time, without warning, in its sole discretion. Either party may terminate this Agreement, with or without cause, upon notice to the other party. Upon termination, you agree to immediately discontinue use of your Unique URL and all links to Tana websites, and use of Tana Licensed Materials, including the Tana Marks. Without limiting Tana’s remedies, Affiliates terminated due to malicious or fraudulent behavior will also have all prior Commissions revoked.

15. RECORDS

You will maintain accurate and complete records relating to your conduct under the Affiliate Program. Upon request, you will enable Tana or its designated service provider to audit your records and other materials to verify your compliance with the Agreement and you agree to provide reasonable cooperation. You will promptly notify Tana of any inquiry received by you from any news media, publication, or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to Tana, the Affiliate Program, or your conduct under this Agreement.

16. INDEPENDENT CONTRACTOR

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. 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 website or otherwise, that reasonably would contradict anything in this section. You may be required to complete a Form W-9, W-8BEN or other paperwork, as a condition of receiving your Commission and will cooperate with all requests by Tana to complete documentation in connection with your participation in the Affiliate Program and to comply with applicable tax obligations.

17. ASSIGNMENT

You may not assign or delegate any rights or obligations under this Agreement.

18. ARBITRATION

PLEASE READ THIS IMPORTANT LANGUAGE. YOU ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT, YOU ARE AGREEING TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND CLASS ACTION AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN YOU AND Tana.

Before commencing arbitration, you agree to first give Tana notice of your dispute by sending details about the dispute to help@tana.inc. You and Tana shall first attempt to resolve any dispute in good faith through informal negotiations within 60 days from your notice. After 60 days, either party may commence arbitration.

Except as provided below, Affiliate and Tana agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, formation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration in accordance with the JAMS International Arbitration Rules and Procedures then in effect if Affiliate is located outside of the United States, or the American Arbitration Association Commercial Arbitration Rules then in effect if Affiliate is located in the United States. Arbitration shall be held with a single arbitrator. The seat of arbitration shall be in San Francisco, California unless otherwise agreed to by the parties. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The arbitrator shall apply California law, without regard to conflict of laws rules, to the merits of any dispute or claim.

You and Tana agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Tana agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding.

Notwithstanding the foregoing, either party may bring an injunctive or equitable relief claim regarding infringement of its intellectual property or unauthorized use or disclosure of its confidential information in a court of competent jurisdiction. The parties consent to the exclusive jurisdiction of the courts located in San Francisco, California. California law, without regard to conflict of laws rules, shall apply to such claims.

19. SEVERABILITY & WAIVER

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary for enforceability, and the remainder of this Agreement will have full force and effect. You may not amend or waive any provision of this Agreement unless in writing by both parties. Our failure to enforce your obligations hereunder shall not constitute a waiver of our right to enforce such provision or any other provision of this Agreement.

20. ENTIRE AGREEMENT

This represents that entire Agreement between you and Tana with respect to this Affiliate Program. This Agreement does not alter any other agreements you may have with Tana, including the Tana Terms of Service which govern your own use of the Tana products and which shall remain in full force and effect.

21. CHANGES

Tana may change the terms of this Agreement upon notice, including Commission rate (as further set forth in Section 3). Any changes shall take effect immediately after the date of notice.