Pango

Pango Affiliate Program Agreement

Last Updated: 3/5/2020

This Pango Affiliate Program Agreement (“Agreement”) is entered into between you (“you,” or “Affiliate”) and Pango. This Agreement governs your participation in the Pango Affiliate Program at https://affiliates.pango.co/terms (“Program”).

If you are accepting this Agreement on behalf of an Affiliate, you warrant that: (a) you have full legal authority to bind Affiliate to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Affiliate, to this Agreement. If you do not have the legal authority to bind Affiliate, please do not accept this Agreement.

“Pango,” ”we,” “us,” or “our” means Pango Inc.

Table of Contents

Program Overview

Program Enrollment and Affiliate Obligations

Commission Attribution

Commission Schedule

Commission Payment

Prohibited and Disqualifying Behavior

Term of Agreement

Amendments

Limitation of Liability and Indemnification

Warranty Disclaimer

Limited License and Intellectual Property

Governing Law and Jurisdiction

Miscellaneous

1. Program Overview

The purpose of the Program is to permit you to advertise certain Pango products that are part of the Program, including Hotspot Shield VPN (each, a “Product”), on your site, via email or through any other form of qualified electronic marketing, and to receive a commission on services purchased by your referred individuals.

2. Program Enrollment and Affiliate Obligations

You may apply to join the Program via the application form on the Program website. The application must be completed with verifiable, real, and accurate information. You may not sign up under an alias or otherwise obscure your true identity or contact information. Pango may reject a Program application for any reason in its sole discretion. The fact that we approve an application does not imply that we will not re-evaluate your application at a later time. Upon approval, we will provide you with one or more affiliate links (each, a “Link”). A Link is a link to our site that is associated with you and uses a special link format we provide (including the Affiliate ID you received). If we approve your Program application, we may approve your participation with respect to all Products or only certain Products.

Pango may change, suspend or discontinue any aspect of an offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. You agree to promptly implement any request from us to remove, alter or modify any Link, graphic or banner ad that is being used by you as part of the Program. Unless otherwise approved by Pango, you may only have a single Affiliate account with the Program. You must be at least 18 years old to participate in the Program.

As an affiliate, you earn compensation by generating clicks to our site that convert to a completed sale. After you have been accepted into the program you may display Links on your site. You must use the Links we provide. You are solely responsible for the placement, content, and style of each link that you place on your site or use in promoting our services, and for ensuring that such links include the appropriate formatting necessary for us to properly allocate referrals of customers from your site. Any such link placed must be done in such a way that it is not misleading to any visitor and done with the intention of delivering valid sales or clicks to our site.

You may advertise Products (subject to compliance with other provisions of this Agreement) via:

• Text links, widgets, graphical banners, or other affiliate linking tools on your site; and
• Text links, graphical banners, or other affiliate linking tools in solicited messages via electronic messaging systems or other media.

3. Commission Attribution

You will earn a commission for each Eligible Conversion. The amount of a commission is specified in Section 4 (Commission Schedule). An “Eligible Conversion” occurs when all of the following conditions occur:

• a customer clicks your assigned Link, and within 30 days of that click, completes a Qualifying Purchase on our site (using the same browser they used to click on your Link);
• that customer did not click on another Program affiliate’s link after clicking on your Link and before completing a Qualifying Purchase;
• you are not in breach of any provision of this Agreement, including the prohibited and disqualifying behavior set forth in Section 6; and
• the customer does not request a refund of their Qualifying Purchase within the money back guarantee period applicable for a Product.

“Qualifying Purchase” means the purchase of a paid subscription to a Product made during the term of this Agreement.

Notwithstanding any other term of this Agreement, in no event shall Pango be obligated to pay more than one commission in connection with any particular purchase by a customer.

When a customer follows your Link to our site, we place a tracking cookie on that customer’s computer or mobile device which will be used to identify that customer as a referral from you. That cookie expires after 30 days. If the customer uses another browser or device to make a purchase or deletes the tracking cookie before making a purchase, then we will not pay a commission to you in respect of any such purchases made by that customer. For the avoidance of doubt, if a customer clicks on multiple affiliate links to our site using the same device or browser, only the affiliate link that was last clicked by the customer may be eligible for a commission.

4. Commission Schedule

The commission for each Eligible Conversion of the following Products will be as follows:

• Hotspot Shield VPN: $20

The commission structure described above may be superseded and replaced if you have entered into a signed Affiliate Commission Schedule with us that references this Agreement and describes an alternative commission structure that applies to this Agreement.

We may not pay commissions if they have been earned by you in a manner that breaches this Agreement, or in connection with a breach by you of this Agreement.

5. Commission Payment

Commissions earned during a calendar month will be paid within 60 business days after the end of that calendar month. If you earn less than $1,000 (“Payment Threshold”) during a calendar month, your earned commissions will be rolled forward to the next calendar month, until the balance owed is greater than the Payment Threshold.

If you are in breach of this Agreement, we may elect to suspend or withhold commission payments (instead of terminating this Agreement) and provide you with a reasonable period of time to cure the breach or take any remedial action that we may require.

Unless otherwise specified, all monetary amounts referenced in this Agreement are denominated in U.S. dollars.

6. Prohibited and Disqualifying Behavior

If you engage in any of the following types of behavior, you may be disqualified from: (a) participation in the Program, and/or (b) receiving a payout of commissions

6.1 Media Content Restrictions.

You will not:

• Promote our services in a manner that contains any form of misleading (including, but not limited to, not clearly identifying advertising and paid promotions), defamatory, or illegal activities, or any content deemed offensive by us;
• Place ads for Product adjacent to content that (a) promotes gambling, betting, lotteries, games of chance or similarly related activity, whether concerning real or virtual currency, (b) is pornographic, obscene, indecent, contains offensive content, is intended for solely for adults or explicit in nature, or that is otherwise unlawful, (c) promotes, incites, is likely to, or could reasonably be understood to promote violence, crime, racial or ethnic hatred, (d) relates to drugs (whether pharmaceutical, prescription or illegal), tobacco or alcohol, (e) is political or religious in nature, or (f) is likely to, or could reasonably be viewed as likely to, tarnish or damage the reputation of Pango;
• Cause damage to the Pango Brand Assets (as defined below) or Pango’s intellectual property;
• Make representations or warranties or other statements about Pango’s products or services or copy the look and feel of Pango’s websites in a way that creates the impression that such media is endorsed by Pango;
• Promote our services in a manner that encourages a user to sign up for the purpose of engaging in any illegal activity;
• Include non-working websites, blogs without content, or parked domains;
• Incorporate any materials which infringe any copyright, trademark or other intellectual property rights; or
• Offer any form of commission or similar incentive to obtain a sale, unless prior written approval is given by us.

Pango reserves the right to review and/or reject any and all advertising creative, display creative, text, images, or other affiliate assets that result in user traffic being directed to our site.

6.2 Marketing Practice Prohibitions.

You will not engage in any of the following practices:

• Spam. Spam is the use of electronic messaging systems to send any unsolicited bulk messages whether commercial or non-commercial in nature. The term ‘spam’ is applied to similar abuses in other media: junk faxes, mobile phone messaging spam, instant messaging spam, search engine spam, internet forum spam, social networks spam, spam in blogs, wiki spam, etc. If you run a newsletter, e-zine, or any kind of bulk messaging service or software, you must have evidence that people signed up and consented to receive marketing messages from you.
• Cookie stuffing techniques. You are not allowed to use cookie stuffing techniques that set affiliate cookies without the referred visitor’s knowledge or generate hidden forced clicks of your Links (e.g. via iframe, image, popup, javascript, flash-based cooking stuffing, etc.).
• Pop-up or pop-under advertising. Without specific approval, you may not send traffic to Pango’s website by serving pop-up or pop-under impressions. In general, visitors must arrive to Pango’s website via a manual click action undertaken directly by a user.
• Improper Advertising Methods. You may not bid for competing keywords that include any variations of Product names (such as Hotspot Shield VPN) or misspellings in pay-per-click programs such as Google Ads, without specific approval. You may not use your Links in any pay-per-click programs such as Google Ads. You may not write a Product name, variations, or misspellings into any ad text which is used to promote your website in a pay-per-click program such as Google Ads. Without specific approval, you may not use forwarding or masking of your domain name when directing your visitors to our site. You shall also not place Product ads on any online auction platform.
• No Scareware. You will not promote Products by means of ads or creatives that suggest a viewer’s device might be infected with malware or vulnerable to infection or intrusion, that viewer is being watched or surveilled, or that otherwise seek to scare or intimidate a viewer or suggest or imply that aviewer has been or is about to be victimized in any manner.

6.3 Personal Agreement.

Pango has reviewed your Program application and allowed you to participate in the Program, and desires to only allow participation in the Program to those that it has approved. Accordingly, the following are prohibited:

• Affiliate Account Ownership Transfer. You may not transfer ownership or sell your affiliate account to another party without the prior written agreement with us.
• Brokering or Sub-Affiliates. Without specific written approval from us, you may not enlist or delegate third party companies to direct traffic to our site through your Links, in return for a commission.

7. Term of Agreement

The term of this Agreement starts upon our approval of your Program application and ends when terminated by either you or us.

Either party may terminate this Agreement (whether with or without cause) by giving the other party written notice of termination. We may terminate this Agreement upon notice if we believe our brand or reputation may be tarnished by you or in connection with your participation in the Program.

Upon the termination of this Agreement, you will immediately cease use of, and remove from your site (and any other sites or online content under your control), the Links and any other Pango Brand Assets.

8. Amendments

We may amend this Agreement at any time and post the amended Agreement at https://affiliates.pango.co/terms (or a successor URL). If the amendments are material in nature, as determined by us in our sole discretion, we will provide you with reasonable advanced written notice of the amendments. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our notice of an amendment (and following the effective date of such amendment) will constitute your binding acceptance of the amendment.

9. Limitation of Liability and Indemnification

We have no liability whatsoever for your use of any information or other content available from or through our site, our affiliate linking system, or our site itself. In particular, but not as a limitation thereof, we are not liable for any compensatory, indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort, product liability or otherwise; nor for any third party claims of any nature, even if advised of the possibility of such damages or claims.

To the extent permitted by applicable law, the aggregate liability of Pango, its affiliates, officers, employees, agents, contractors, suppliers, and licensors (collectively, the “Pango Group”) arising out of or in connection with this Agreement will not exceed the commission amounts paid to you during the 6 months prior to the event giving rise to the liability.

You hereby agree to indemnify, defend and hold harmless the Pango Group against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by you herein, (ii) any misuse by you, or by a party under your reasonable control or obtaining access through you, of the Links, Pango Brand Assets or any other Pango intellectual property, or (iii) any claim related to your emails, advertisements or other content (except for the Links).

10. Warranty Disclaimer

We will strive to prevent interruptions to Pango’s websites and links, including the Program website (collectively, the “Site”) and the Products. However, these are provided on an “as is” and “as available” basis, and we do not warrant, either expressly or by implication, the accuracy of any materials or information provided through the Site or the Products, or their suitability for any particular purpose. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or non-infringement. We do not make any warranty that the Products will meet our customers’ requirements, or that it will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected. You acknowledge the foregoing and that a customer’s access to the Site and the Products may be adversely affected and thus, affect your commissions, reputation and potential liability.

11. Limited License and Intellectual Property

“Pango Brand Assets” means any Pango trademark, service mark, name or other intellectual property.

Pango grants you a non-exclusive, non-transferable, revocable right to use the Pango Brand Assets in graphic or textual materials, including Links, in accordance with the terms of this Agreement and any brand use rules we may provide from time to time, for the sole purpose of identifying your media as a participant in the Program and assisting to increase sales of Products through a Product’s or the Program’s website.

You may not alter, modify, manipulate or create derivative works of any Pango Brand Assets. You are only entitled to use the Pango Brand Assets (including Links) if you are a member in good standing with the Program. We may revoke your license to use the Pango Brand Assets anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Pango’s trademarks, service marks, copyrights, patents or trade secrets.

You agree that Pango may use any suggestion, comment or recommendation you choose to provide to Pango without compensation. All rights not expressly granted in this Agreement are reserved by Pango.

You may not: (a) use any Pango intellectual property without our express prior written permission, except with regard to editorial content on your media; (b) use any Pango trademark, service mark, name, or other intellectual property (including any variations or mispellings thereof, or other term or terms confusingly similar to any of the foregoing) in a domain or website name, in any bids for keywords or Google Ads (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, keywords, advertising, search terms, or otherwise; (c) cause, create, or act in any way that causes or creates, or could cause or create, any initial interest confusion over the use of Pango Brand Assets on the internet.

You agree that if you infringe our intellectual property rights, you will pay our legal fees and costs in connection with any action or proceeding in which we successfully enforce our intellectual property rights against you for such infringement.

12. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of California (without regard to its conflict of laws rules). Each party submits to the exclusive and personal jurisdiction of the state courts located in San Mateo County, California, and the federal courts located in the Northern District of California with respect to the subject matter of this Agreement.

13. Miscellaneous

If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

This Agreement constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter.

This Agreement does not create any third-party rights whatsoever. No failure or delay by a party in exercising any right or remedy under this Agreement will operate as a waiver thereof, and any waiver will be enforceable only if made in a signed writing by the party waiving the right or remedy.

This Agreement may be signed by electronic signature. A signed copy of this Agreement delivered by email or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.