Reseller Program Policy

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the "Affiliate") and us ("Digital Talent"). It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily "legalistic," but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the "Affiliate Program"). These terms are so important that we cannot have you participate in our Affiliate Program unless you accept them.

We periodically update these terms. We may also choose to replace these terms entirely if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we or the Affiliate Tool will inform you through electronic means, which may include a notification in the application or via email. If you do not agree with the update or replacement, you may choose to terminate as described below.

Definitions

“Digital Talent Affiliate” refers to a company owned by Digital Talent, operated or controlled by it.

“Affiliate Program” means our affiliate program as described in this Agreement.

“Affiliate Lead” refers to a potential customer who clicks on the Affiliate Link provided through the Affiliate Tool.

"Affiliate Link" means the unique tracking link you place on your site or promote through other channels.

“Affiliate Policies” refers to the policies applicable to affiliates that we may provide to you from time to time.

“Affiliate Tool” means the tool we provide to you upon your acceptance into the Affiliate Program and for you to use to participate in the Affiliate Program.

"Agreement" means this Affiliate Program Agreement and all materials referenced or linked to herein.

“Commission” means an amount described in the Affiliate Tool (or, if applicable, in the Program Policies) for each customer transaction.

“Customer” refers to the actual authorized user of Digital Talent Products who purchased or registered for Digital Talent products after being an Affiliate Lead.

“Customer Transactions” refers to those transactions made by Affiliate Leads that are eligible for the Commission in accordance with the 'Customer Transactions' section of this Agreement. Customer Transactions may include customer purchases or customer registrations, as further detailed in the Affiliate Tool.

"Customer Data" refers to all information that the Customer submits or collects through Digital Talent Products and all materials that the Customer provides or posts, uploads, inputs, or submits for public display through Digital Talent Products.

"Digital Talent Content" refers to all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“Digital Talent Products” refers to both the Subscription Service and Other Products.

“Other Products” means those products and services we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support, or other professional services, or fees for third-party products or services.

"Subscription Service" refers to our web-based sales software to which we subscribe, developed, operated, and maintained by us, accessible through a designated URL, and complementary products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support, or other professional services, or fees for third-party products or services.

"We," "us," "our," and "Digital Talent" mean Digital Talent.

"You" and "Affiliate" refer to the party, other than Digital Talent, entering into this Agreement and participating in the Affiliate Program.

Non-exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we have the right to recommend similar products and services from third parties and to work with third parties in connection with the design, sale, installation, implementation, and use of similar third-party services and products.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you if you have been accepted to participate in the Affiliate Program or not. Before accepting an application, we may wish to review your application with you, so we may contact you for more information. We may ask you to complete certain requirements or certifications before accepting your application. If we do not notify you that you have been accepted to participate in the Affiliate Program within thirty (30) days of your application, your application will be considered rejected.

If accepted to participate in the Affiliate Program, following the acceptance notification, the terms and conditions of this Agreement shall apply in full force and effect until terminated, in accordance with the terms set forth below. Additionally, you will need to complete the enrollment criteria set forth on the program policy page, if applicable. If you do not meet the enrollment criteria within thirty (30) days of acceptance, this Agreement will be immediately terminated, and you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in the Affiliate Program do not mean you will be accepted into any of our Digital Talent Partner Programs, including our Solution Partner Program or our App Partner Program. To participate in these programs, you will need to apply in accordance with the respective application procedure.

You will comply with the terms and conditions of this Agreement at all times, including the applicable Program Policies.

Customer Transactions

Affiliate Program Limits. Each accepted Affiliate Candidate will expire according to the information provided in the Affiliate Tool (or, if applicable, in the Program Policies) from the date the Affiliate Candidate clicked on the Affiliate Link you made available. We will pay you the Commission as described in the Affiliate Tool (or, if applicable, in the Program Policies) for each new Customer completing an applicable Customer Transaction after clicking on an Affiliate Lead you provided, as long as you remain eligible to receive the Commission according to the terms of this Agreement. The Customer's subscription commencement is determined by the date of the first purchase or registration (as applicable) of the Subscription Service by the Customer, and you will receive a Commission payment only for that Customer Transaction, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for a Professional user, and there is a subsequent purchase by that same customer for an additional Professional user under the same subscription, the Affiliate will receive the Commission only for the initial user purchase. The Affiliate will not be entitled to receive a Commission for any additional purchases of Digital Talent Products by that same Customer. The Affiliate will receive a commission for the initial user purchase only. The Affiliate will not be entitled to receive a Commission for any additional purchases of Digital Talent Products by that same Customer. The Affiliate will receive a commission for the initial user purchase only. The Affiliate will not be entitled to receive a Commission for any additional purchases of Digital Talent Products by that same Customer.
Eligibility. To be eligible for the Commission, (i) an Affiliate Lead must be accepted and valid according to the "Acceptance and Validity" section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the lock-in period in the Affiliate Tool (or, if applicable, in the Program Policies). You are not eligible to receive a Commission or any other compensation from us based on transactions of Other Products or if: (i) such compensation is not allowed or is restricted by federal, state, or local laws or regulations in Mexico or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Digital Talent Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you; (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of the Affiliate Program Policies we provide to you, misuse of the Affiliate Tool, or by any other means we deem to violate the spirit of the Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program, or Sales Solutions Partner Program, and is eligible to receive a commission in connection with the Customer Transaction under any of these programs. If at any time you are eligible to receive a revenue-sharing payment or a commission under another Program at Digital Talent, that payment amount will not change based on your participation in the Affiliate Program. For example, you will not be able to receive the Commission set forth in this Agreement on any Partner Transaction that was completed while you were participating as a partner in the Sales Solutions Partner Program (as defined in the Sales Solutions Partner Program Agreement). In competitive situations with other affiliates, we may choose to provide the Commission to the affiliate we deem most eligible for the Commission, at our discretion. We may suspend Commission payments if any of the eligibility criteria set forth in this subsection are not met at any time. We may choose to provide the Commission to the affiliate we deem most eligible for the Commission, at our discretion. We may suspend Commission payments if any of the eligibility criteria set forth in this subsection are not met at any time. We may choose to provide the Commission to the affiliate we deem most eligible for the Commission, at our discretion. We may suspend Commission payments if any of the eligibility criteria set forth in this subsection are not met at any time.
Acceptance and Validity. You will only be eligible for a commission payment for any Customer Transaction resulting from Affiliate Leads generated by the Affiliate Link we provide to you and that Digital Talent accepts. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new lead of ours and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead at our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described in the Affiliate Tool (or, if applicable, in the Program Policies) from their first click on the Affiliate Link, you will not be eligible for a Commission payment. even if the lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if they first click on the Affiliate Link after this Agreement has expired or been terminated. Engagement with Leads. Once we have received the information from the Affiliate Lead, we may choose to engage directly with the lead, regardless of whether the Affiliate Lead is valid or not. If an Affiliate Lead is not valid, we may choose to keep them in our database and may choose to engage with such Affiliate Lead. Any interaction between Digital Talent and an Affiliate Lead will be at the discretion of Digital Talent. Engagement with Leads. Once we have received the information from the Affiliate Lead, we may choose to engage directly with the lead, regardless of whether the Affiliate Lead is valid or not. If an Affiliate Lead is not valid, we may choose to keep them in our database and may choose to engage with such Affiliate Lead. Any interaction between Digital Talent and an Affiliate Lead will be at the discretion of Digital Talent. Engagement with Leads. Once we have received the information from the Affiliate Lead, we may choose to engage directly with the lead, regardless of whether the Affiliate Lead is valid or not. If an Affiliate Lead is not valid, we may choose to keep them in our database and may choose to engage with such Affiliate Lead. Any interaction between Digital Talent and an Affiliate Lead will be at the discretion of Digital Talent.
Commission and Payment. To receive payment under this Agreement, you must have: (i) accepted the terms of this Agreement (typically completed through the Affiliate Tool); (ii) completed all necessary steps to create your account in the Affiliate Tool in accordance with our instructions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account, (iv) completed all and any documentation requirements for us to process any payments owed to you.
Payment Requirements; Forfeiture _ Notwithstanding the foregoing or otherwise stated in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for the six (6) months immediately following the closing of a Customer Transaction, then your right to receive the Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a "Lost Transaction"). We will have no obligation to pay you the Commission associated with a Lost Transaction. Once you have fulfilled all the requirements in section 5(a)(i-iv), you will be eligible to receive a Commission for Customer Transactions, provided that these Customer Transactions do not involve the same Customer associated with a Lost Transaction.
Commission Payments. We will determine the currency in which we will pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or any other similar referral fee on any given Customer Transaction (unless we decide otherwise at our discretion). Taxes. You are responsible for the payment of all applicable taxes and charges (including bank charges) on the Commission. All amounts payable by us are subject to be offset by us against any amounts owed to us. Commission Amounts. We reserve the right to modify or change the Commission amount as per the Affiliate Tool.
Training and Support

We may provide you, at no cost, various webinars and other resources available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in the training and/or other certifications that we recommend and that we may provide to you from time to time. We may change or discontinue any or all parts of the benefits or offerings of the Affiliate Program at any time without notice.

Trademarks

You grant us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in case we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you comply with the usage requirements of this section. You must: (i) use only the images of our trademark that we make available to you, without altering them in any way; (ii) use our trademarks only in connection with the Affiliate Program and this Agreement; (iii) comply with our brand kit and Trademark Usage Guidelines; and (iv) promptly comply if we request that you suspend your use. You must not: (i) use our trademark in a misleading or disparaging manner; (ii) use our trademark in a way that implies that we endorse, sponsor, or approve your services or products; or (iii) use our trademark in violation of applicable law or in connection with obscene, indecent, or illegal subject matter.

Property Rights

Digital Talent Property Rights: This Agreement does not grant any license for any software. Digital Talent Products are protected by intellectual property laws. Digital Talent Products belong to us and are our property or the property of our licensors (if applicable). We retain all property rights over Digital Talent Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Digital Talent Content or Digital Talent Products in whole or in part, by any means, unless expressly authorized in writing. If you wish to use Digital Talent content, you must comply with our Content Usage Guidelines here. Digital Talent, the design, Digital Talent logos, and other trademarks we occasionally use are our trademarks, and you cannot use them without our prior written permission, unless stated otherwise in this Agreement.
We encourage all customers, affiliates, and partners to comment on Digital Talent products, provide suggestions for improvement, and vote for suggestions they like. You agree that all such comments and suggestions will not be confidential, and we own all rights to use and incorporate them into Digital Talent Products without compensation.
Customer Property Rights: Between you and the Customer, the Customer retains the right to access and use the Customer portal associated with Digital Talent Products. For the avoidance of doubt, the Customer will own and retain all rights over Customer Data.
Confidentiality

As used herein, "Confidential Information" means all confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), (i) whether orally or in writing, designated as confidential, and (ii) Digital Talent's customer and prospect information, whether designated as confidential or not. Confidential information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party before disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by any law, statute, rule, or regulation, subpoena, or federal, state, or local legal process. (ii) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by any law, statute, rule, or regulation, subpoena, or federal, state, or local legal process. (ii) not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by any law, statute, rule, or regulation, subpoena, or federal, state, or local legal process.

Opt-Out

You will promptly comply with all requests for exclusion, unsubscribe, "do not call," and "do not send." During the term of this Agreement, you will establish and maintain appropriate systems and procedures to process all requests for exclusion, unsubscribe, "do not call," and "do not send."

Duration and Termination

Term: This Agreement will apply for the duration of your participation in the Affiliate Program until terminated.
Termination without Cause: Both you and we may terminate this Agreement with fifteen (15) days' written notice to the other party.
Termination due to Changes in the Agreement: If we update or replace the terms of this Agreement, you may terminate this Agreement with five (5) days' written notice, provided you send written notice within ten (10) days of us sending the notice of the change.
Termination for Cause: We may terminate this Agreement: (i) with thirty (30) days' notice of a material breach if the breach remains uncorrected by the end of that period, (ii) with fifteen (15) days' notice of non-payment of any amount owed if such amount remains unpaid by the end of that period, (iii) immediately if subject to a bankruptcy petition or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors, (iv) immediately if you breach the terms applicable to your subscription with us (if you have one), even if you fail to meet your payment obligations with us or our affiliate, or (v) immediately if we determine that you are acting, or have acted, in a manner that may negatively reflect or affect us, our prospects, or our customers.
Effects of Expiration/Termination. The expiration or termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you in accordance with the 'Termination for Changes in the Agreement' section, will not affect our obligation to pay a Commission, provided we acknowledge the related payment for the Customer Transaction within thirty (30) days from the date of such termination or expiration, and provided that in no case shall you be entitled to Commission payment under this Agreement if eligible for revenue-sharing payment under the Solution Partner Program Agreement.
We will not pay fees for Customer Transactions acknowledged by us after thirty (30) days from the termination or expiration date set forth above. However, in the event of termination without cause by you or for cause by us, our obligation to pay and your right to receive any Commission will end on the date of such termination, regardless of whether you would have been eligible to receive the Commission before the termination date. Unless expressly stated in this section, you are not eligible to receive Commission payment after the expiration or termination of this Agreement.
Upon termination or expiration, you will cease all use and remove the Affiliate Tool that we make available to you for your participation in the Affiliate Program. After termination or expiration, a prospective affiliate customer is not considered valid, and we may choose to retain it in our database and interact with such prospective customer, regardless of whether you would have been eligible to receive the Commission before the termination date. You will immediately cease all use of our trademark and references to this Affiliate Program from your website(s) and other materials upon termination or expiration. For the avoidance of doubt, the termination or expiration of this Agreement will not cause the termination of the Customer Subscription Agreement.
Upon termination or expiration, an Affiliate Lead is deemed invalid and we may elect to retain it in our database and interact with such Affiliate Lead regardless of whether it would have been eligible to receive the Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after the expiration or termination of this Agreement. Upon termination or expiration, you will suspend all use and remove the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an affiliate lead is not considered valid and we may choose to keep it in our database and interact with such lead. will discontinue all use and remove the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an affiliate lead is not considered valid and we may choose to keep it in our database and interact with such lead. will discontinue all use and remove the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an affiliate lead is not considered valid and we may elect to keep it in our database and interact with such lead.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause the termination of Customer's subscription agreement.
Affiliates' representations and warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and provide Digital Talent with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and grant us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you comply with any business or regulatory requirements that may apply to your participation in the Affiliate Program (e.g., by clearly indicating that you are a Digital Talent Affiliate on any website.) ) owned by you where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains owned by you where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase advertisements that direct to your site(s) or through an Affiliate Link that could be deemed to compete with Talento Digital's own advertising, including but not limited to our branded keywords; (iv) will not engage in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) will not attempt to mask referral URL information; (vi) will not use your own Affiliate Link to purchase Digital Talent products for yourself; and (vii) will not use any mechanism to deliver leads other than through an intended consumer. This includes searching for leads through compilations of personal data, such as telephone directories, the use of fake redirects or other automation tools or devices to generate leads (including, but not limited to, robots, frameworks, or any other means to generate leads), and (viii) you will not use any mechanism to deliver leads other than through an intended consumer.

Indemnification

You will indemnify, defend, and hold us harmless against any claim, lawsuit, action, or proceeding by third parties (each, an "Action") brought against us (and our officers, directors, employees, agents, suppliers, licensors, and affiliates) by a third party not affiliated with us to the extent such Action is based on or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided to us, (c) your breach or violation of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of us becoming aware of such claim; give you exclusive control of the defense or settlement of such claim; and provide you (at your expense) with all information and assistance reasonably requested to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or imposes restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties: WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF Digital Talent PRODUCTS, Digital Talent CONTENT, THE AFFILIATE PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIS) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, Digital Talent PRODUCTS AND THE AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO Digital Talent PRODUCTS AND THE AFFILIATE TOOL, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
No Indirect Damages: TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability: IF, DESPITE THE OTHER TERMS OF THIS AGREEMENT, IT IS DETERMINED THAT WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR TOTAL LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNT OF COMMISSIONS YOU HAVE ACTUALLY EARNED FOR RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
Affiliate Tool: WE DISCLAIM ALL LIABILITY REGARDING THE USE OF THE AFFILIATE TOOL BY YOU. WE MAKE NO PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE, AND WE MAY CHOOSE TO DO SO OR NOT, AT OUR DISCRETION.
Duration of Cookie: COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A PROSPECT DELETES THEIR COOKIES DURING THIS PERIOD, Digital Talent WILL NOT BE LIABLE FOR OWED COMMISSIONS.
General

Amendment; No Waiver: We may update and change any part or all of this Agreement, including replacing it entirely. If we update or change this Agreement, the updated Agreement will be available to you through the Affiliate Tool and/or by email. The updated Agreement will take effect and be binding on the next business day after we or the Affiliate Tool notify you. When we change this Agreement, the "Last Modified" date will be updated to reflect the date of the most recent version at https://legal.DigitalTalent.com/affiliate-program-agreement. We recommend that you review this Agreement periodically. If you do not agree with the update, change, or replacement, you may choose to terminate it as described above. No delay in exercising any right or remedy or failure to object will constitute a waiver of such right or remedy or any other right or remedy.
Applicable Law: This Agreement will be governed by the laws of Mexico, without regard to conflict of legal provisions thereof. In the event that either of us initiates an action relating to this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be the state and federal courts.
Force Majeure: Neither party shall be liable for failure or delay in performance if caused by: an act of war, hostility, or sabotage; act of God; power, internet, or telecommunications outage not caused by the obligated party; government restrictions; or other event beyond the reasonable control of the obligated party. Each party will make all reasonable efforts to mitigate the effect of a force majeure event.
Permitted Actions: Except for actions for non-payment or infringement of the intellectual property rights of either party, neither party shall initiate any action, regardless of form, arising out of or relating to this Agreement more than one (1) year after the cause of action has accrued.
Relationship of the Parties: Both you and we agree that there is no joint venture, partnership, employment, or agency relationship between you and us as a result of this Agreement.
Compliance with Applicable Laws: You will comply and ensure that any third party conducting sales or referral activities on your behalf complies with all applicable national and foreign laws (including, among others, export laws and laws applicable to the sending of unsolicited emails), governmental regulations, ordinances, and administrative court orders. You will not engage in misleading, deceptive, illegal, or unethical marketing activities or activities that may otherwise be harmful to us, our customers, or the public. The export laws and regulations of Mexico and any other relevant local export laws and regulations may apply to Digital Talent Products.
Severability: If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed replaced with a valid and enforceable provision that most closely matches the intent of the original provision, and the rest of this Agreement will continue in effect.
Notices: Notice will be sent to the contact address set forth herein (as may be changed by notice to the other party) and will be deemed delivered from the date of actual receipt.

Email: help@talento-digital.com

Phone: +1 888 212 5149

To you: your address as indicated in our affiliate account information.
We may send specific electronic notices to you via email to your registered email address in our account information for you. We may notify you by phone at the phone numbers listed in our account information for you.
Entire Agreement: This Agreement is the complete agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of Digital Talent Products or dependent on any oral or written public comments we make regarding future functionality or features of Digital Talent Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We may make versions of this Agreement available in languages other than English. If we do so,
Assignment: You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or nearly all your assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all our assets, change of control, or operation of law.
No Third-Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to confer or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature under or by reason of this Agreement.
Program Policy 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 herein by reference.
No Licenses: We grant you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, Digital Talent Products, our trademarks, or any other property or right of ours.
Digital Talent Sales: This Agreement shall not in any way limit our right to sell Digital Talent Products, directly or indirectly, to any current or potential customer.
Authority: Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival: The following sections shall survive the expiration or termination of this Agreement: 'Commission and Payment,' 'Intellectual Property Rights,' 'Confidentiality,' 'Effects of Termination/Expiration,' 'Indemnification,' 'Disclaimer of Warranties; Limitation of Liability,' 'Non-Solicitation,' and 'General.'
Data Treatment and Protection: The parties acknowledge that, in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent Personal Data is processed in connection with the Program, the terms set forth in the Digital Talent Business Partner Data Processing Agreement, which is hereby incorporated by reference, shall apply. Each party will process the copy of Personal Data in its possession or control: (i) in accordance with the DPA for Digital Talent Business Partners (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as permitted by applicable data protection law. For the avoidance of doubt and without prejudice to the foregoing, Digital Talent will be an independent controller of any Personal Data it receives or shares with the Affiliate.