Wysa Affiliate Agreement

 

NOTE: This is not a rebate program. Individuals who use their own link/discount code to purchase products will not be paid a commission.

 

PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

BY SUBMITTING THE ONLINE APPLICATION TO JOIN THE WYSA AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE "TERMS") AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR THE TERMS. THE TERMS SHOULD BE READ TOGETHER WITH OUR PRIVACY POLICY (“ASSOCIATED POLICIES”).

 

Welcome to the Affiliate Program by Wysa (the "Program"). This agreement is made and entered into by Wysa Inc. ("Wysa", or "we", or "us" or "our") and You (the "Affiliate", "you" or “your”). “Your digital platform” refers to any online webpage where you will provide a link to our App. “Our app” refers to Wysa - Everyday Mental Health and Wysa: Anxiety, therapy chatbot.

 

This Agreement contains the complete terms and conditions that apply to you becoming an Affiliate in the Program. The purpose of this Agreement is to allow HTML linking between your platforms and our website(s).

 

We may modify any of the terms at any time at our sole discretion. Modifications may include but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

 

Please note that any violation of these Terms may result in the termination or suspension of your rights to be an Affiliate, and you may forfeit any outstanding affiliate referral fee payments earned during the violation.

 

Affiliate Obligations

 

Enrollment

To begin the enrollment process, you will complete and submit the online application. After receiving your application, we will review it and notify you of your acceptance or rejection into the program. Please allow up to 48 hours for your application to be reviewed. Please note you must be at least 18 years old to join this Program.

 

Each account is intended for use by an individual user or a single legal entity such as a company or partnership. Sharing your username and password with others is strictly prohibited, and you are responsible for safeguarding your login credentials.

We reserve the right to reject any application for any reason. However, we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is rejected, you will have no legal recourse against us.

 

Your Website Restrictions

Using the Program for any illegal or unauthorized purpose is not allowed, and you must follow all laws in your jurisdiction, including copyright laws. Your participating website(s) may not:

1. Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights;
2. Violate any law, rule or regulation;
3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials;
4. Contain any 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;
5. 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 commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
   

Linking to Our Website

We utilize the Impact secure affiliate account interface. Upon acceptance into the Program, links will be made available to you through the Impact interface. You will be able to review the Program's details, download HTML code that provides links to web pages within our website banner creatives, and get tracking codes for our deals. It is important that you use this link to identify yourself whenever you place a link from your website, email, or other communications to our website.

1. Your acceptance in the Program means you agree to and abide by the following:
2. You will only use the linking code we provide you for each banner, text link, or other affiliate link obtained from the Impact interface without manipulation.
3. We reserve the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with the guidelines provided to you.
4. All domains that use your affiliate link must be listed in your affiliate profile.
5. Your Website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your Website is the Wysa website or any part of our website including, without limitation, framing of our website in any manner.

 

You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).

1. Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided, or your commission level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.
2. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
3. You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
4. We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
5. You acknowledge Wysa’s ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.

You may not misrepresent or embellish the relationship between us and you, claim that you developed our services, or claim that you are part of Wysa. You may not express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement.

Sub-affiliate Networks

Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.

Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.

 

Advertising

If you intend to promote our Program via email campaigns, you must adhere to the following:

1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
2. Email must be sent on your behalf and must not imply that the email is being sent on behalf of us.
3. Emails must first be submitted to us for approval prior to being sent or we must be sent a copy of the email.

We may terminate the Agreement if we receive any meaningful spam complaints naming us or our services resulting from your marketing activities.

 

Social Media Use

Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:

1. You ARE allowed to promote offers to your own lists; more specifically, you're welcome to use your affiliate links on your own Facebook, Twitter, etc. pages.
2. ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.
   

Customer definition

Please note that every customer who purchases a service through this Program will be considered a customer of Wysa. This means that all of our policies, rules, and procedures regarding service sales, customer orders, customer service, and pricing will apply to these customers. Please be aware that we may change our policies and procedures at any time. Please note that Wysa is not responsible for any statements made by the Affiliate that contradict our policies, rules or operating procedures.

 

Operations Outside the United States

The Program is currently limited to English-speaking countries (USA, UK and Australia). Any future change may involve a change to the Terms and associated policies.

 

US FTC Disclosure Requirements

You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links to the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the Wysa Affiliate management team for review, this also must be clearly stated in your disclosure.

1. Disclosures must be made as close as possible to the claims.
2. Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
3. Pop-up disclosures are prohibited.
4. For more information about FTC disclosure requirements, please review the
5. FTC's "Dot Com Disclosures" Guidelines at this link ; and the
6. FTC's Endorsement Guidelines at this link.
   

Merchant Rights and Obligations

We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your website that we feel are necessary, we reserve the right to terminate your participation in the Program.

We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.

Wysa reserves the right to refuse service to anyone, for any reason and at any time.

 

The term of this agreement will commence upon our acceptance of your Program application, and will continue unless terminated hereunder.

 

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

 

Data Protection

Each Party undertakes to the other that it will comply with the provisions of the Data Protection Laws to the extent that they relate to the provision of this Agreement or to the extent any personal information is received by a Party. The Parties shall give each other all reasonable assistance as appropriate or necessary to enable each other to comply with those duties and co-operate to resolve any complaint made under any Data Protection Law.

 

Each Party will put in place reasonable technical and organisational security measures to protect Personal Information and Confidential Information received from the other.

 

Each Party will fully cooperate with any regulatory audits or investigation relating to information security and privacy and shall provide full information as may be reasonably requested by the other Party in relation to such audits, investigations and assessments.

 

Each Party acknowledges that:

• the security of the disclosing party’s data is fundamental to the business of the disclosing party; and
• any security breach may expose the disclosing party to substantial financial, reputational and other loss and damage and may directly affect the disclosing party’s:
• obligations to and relationship with regulators, shareholders, customers and employees; and
• obligations under Data Protection Laws.
  

Termination

1. Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the Impact interface. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
2. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
3. You are eligible to earn commissions only on sales of qualifying products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
   

Order Processing

1. Only items that were purchased by customers who use the Program Affiliate Link from your website to our website are considered 'direct sales'. Direct sales placed through the Program Affiliate Link on your website are reduced by items that are not shipped, canceled by customers, returned, charged back or refunded at a later date.
2. We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
3. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your website to our website. A statement of activity is available to you through your affiliate interface.
4. To earn a commission fee, the customer must sign up within 30 days of clicking through a link from your website, email, or other communications to the Wysa promo. If they fail to sign up within 30 days and later return without following your link, you will not earn a commission fee.
5. Commission fees will only be paid on links that are automatically tracked and reported by Impact. For our system to track the referral, visitors must have cookies enabled. We will not pay referral fees if someone claims they signed up through you, but it was not tracked by our system.
   

Payment:

Payment will be made in accordance with Impacts payment guidelines.

• As a Wysa Affiliate you will be compensated as follows:

The standard commission rate for the Wysa affiliate programme is 3% on every sale, including both Wysa Premium and Wysa Coaching subscriptions. This may be increased depending on the affiliate type and in exchange for exposure. (These must be unique visitors, meaning someone who is not currently a Wysa customer). You will not be compensated for installs/downloads of the Wysa app.

Communication Policy

We value open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, disputed charges, and Program violations as outlined in these terms and conditions.

Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

1. You are not forthcoming, intentionally vague or are found to be lying;
2. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile;
3. You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof;
4. If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question or terminate you from the Program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to proactively address these issues and adhere to our Program rules.
   

Grant of Licenses

1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose.
2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the goodwill associated therewith will inure to the sole benefit of Wysa.
3. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
4. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Program Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.
   

Representations and Warranties

You represent and warrant that:

1. 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;
2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
   

Indemnification

Each Party remains solely responsible and liable for its respective claims, debts, obligations, and liabilities. You agree to defend, indemnify and hold harmless Wysa and its subsidiaries and affiliates, and their employees, officers and directors, shareholders, partners, contractors, agents and licensors, from and against any and all claims, damages, injury, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties; (ii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iii) Your violation of any applicable law, rule or regulation; (iv) any claim related to your website, including, without limitation, content therein not attributable to us.

 

Limitations of Liability

Wysa will not be responsible for any indirect or accidental damages, including loss of revenue or commissions, resulting from affiliate tracking failures or loss of database files, or any attempts to harm the Program or our website(s).

 

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction. Any action brought under and/or relating to the subject matter of this Agreement shall be brought in the applicable Massachusetts state court located in Suffolk County or in any federal court in Massachusetts that resides in Suffolk County, and in such case the Parties agree to submit to the jurisdiction of such court.

 

Notice

If you need to send us any notices, please send them to Wysa at [email protected]. We may send notices to you at the email address you provided when you registered. We will consider a notice as received and properly served 24 hours after we send it to you. To prove that we sent the notice, it will be enough to show that it was sent to your specified email address.

 

Waiver

A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given. No failure or delay on the part of either party in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.

 

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

 

Amendment

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

 

Severability

If any provision of this Agreement is held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, that provision shall be divisible from this Agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected.

 

Entire agreement

These Terms, along with any explicitly referenced document, serve as the comprehensive agreement between us for the use of the Program. They supersede all prior agreements, understandings, or arrangements between us, whether verbal or written.

 

We both acknowledge that, by consenting to these Terms, we have not relied on any promise, undertaking, or representation made by the other party, unless it is explicitly stated in these Terms.

 

In the event of any untrue statement, whether verbal or written, made by either of us prior to the date of acceptance of these Terms, the other party shall not have any remedy for such a statement unless it was made fraudulently. In such a case, the only remedy for the other party shall be for the breach of contract, as stated in these Terms.

 

Assignment

Neither Party shall assign any of its rights under this Agreement, or delegate the performance of any duties hereunder, without the prior written consent of the other Party.

 

You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time admit others into the program on terms that may differ from those contained in this agreement. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.