Referral Program Terms

We are TimeClerk.com ("Company," "we," "us," "our")

We operate the website tech-detect.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and TimeClerk.com, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

By participating in Time Clerk's Referral Program (the "Program"), you agree to be bound by all of the terms and conditions of this Agreement if you participate in this Program, and this Agreement shall become effective on the date of your Time Clerk account creation.

You must read, agree, and accept all of the terms and conditions contained in this Agreement, including Time Clerk's Privacy Policy and Terms of Use, before you participate in our Referral Program.

Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:

"Customer" or "You" means an individual or entity that has agreed to the terms of this Agreement.

"Customer Account" means a Time Clerk account.

"Commissions" means the agreed upon payment amount for Referred Customers in accordance with the payment terms outlined in this Agreement. Commissions will be paid by Time Clerk as outlined in this Agreement.

"Time Clerk Trademarks" includes the trademarks, logos, service marks, trade names of Time Clerk.

"Referral Link" or "Referral Links" means the unique user link generated within your Time Clerk profile to track your referral activities. It may be shared and included on Websites in accordance with the Agreement.

"Referral-Tracking Technology" means cookies and similar technologies used by Time Clerk to record and attribute a customer’s visit or registration to a Unique Referral Link.

"Referred Customer" means any unique Customer that

1. (a) owns a company located in the United States or Canada;
2. (b) successfully completes Registration via https://time-clerk.com (on desktop web or mobile web);
3. (c) had clicked on an Customer Referral Link that actively promoted the Service.

"Registration" means a successfully created Time Clerk account with a valid email and phone number.

"Service" means the Time Clerk platform available via https://time-clerk.com and any associated websites, products or services offered by Time Clerk.

"Paid Subscription" means Customer selects any paid monthly or annual subscription plan. Paid Subscription does not apply to the free plan or free trial periods. ‍

"Websites" means any websites or platforms (including, without limitation, social media pages) that are owned, operated, managed, controlled by Customer.

You agree to add all Time Clerk Trademarks as negative keywords to any marketing campaigns, including but not limited to, search engine marketing.

You must comply with all applicable laws, regulations and industry standards, including without limitation, those related to privacy and security, advertising (including, where applicable, the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising found at www.aboutads.info, the CAN-SPAM Act of 2003 and Federal Trade Commission disclosure requirements, each as may be amended from time to time), unfair and deceptive trade practices, gambling, contest and sweepstakes, and intellectual property.

Marketing emails sent to your list of contacts must contain individuals who have expressly elected to receive emails from you ("Opt-in List"). You must include your contact information and option to "unsubscribe" in any email regarding Time Clerk or the Service.

Where applicable, you must include a disclosure statement within any and all Websites where Links from the Program are posted as an endorsement or review, and where it is not clear that the Link is a paid advertisement. Such disclosure statements should

1. (a) disclose that we’re compensating you for your endorsement or review;
2. (b) be clear and concise; and
3. (c) be as close as possible to the claims.

Scrolling should not be necessary to find the disclosures. Pop-up disclosures are prohibited.

To qualify for Commission, the Referred Customer must:

1. (a) access the Service by clicking your unique Referral Link;
2. (b) create an account for the Service while our Referral-Tracking Technology correctly attributes the registration to you;
3. (c) make eligible payments to Time Clerk within three years after creating their Time Clerk account; and
4. (d) be a first-time registrant of Time Clerk and must not have previously created an account with Time Clerk.

If referral attribution is unavailable because Referral-Tracking Technology is blocked, declined, deleted, expires, or otherwise does not function, no Commission will be payable unless Time Clerk determines otherwise in its sole discretion.

If a Referred Customer has interacted with multiple Referral Links, Time Clerk (Dev) will only award the Commissions for the Referred Customer to the first Referring Link, as determined by Time Clerk (Dev) in its sole discretion.

Eligible Payment means an amount paid by a Referred Customer to Time Clerk for the Service that:

• (a) has been successfully received and retained by Time Clerk;
• (b) is attributable to the Referred Customer in accordance with the Referral-Tracking Technology;
• (c) is not subject to a refund, reversal, chargeback, dispute, cancellation, or suspected or actual fraud; and

Eligible Payments exclude taxes, credits, discounts, promotional amounts, trial-period amounts, and any amounts that Time Clerk does not actually receive and retain.

Referred Customers must sign up from the Referral Link in order to qualify for the Referral bonus. You cannot modify the Link in any way, including, but not limited to, appending additional tracking parameters or codes, URL masking or redirecting, or cookie stuffing.

Links and Licensed Materials placed within Websites must

1. (a) be in accordance with this Agreement and any other specifications that Time Clerk may provide to you from time to time in connection with the Program;
2. (b) link directly to the Time Clerk website via your unique Referral Link, with no redirection, site framing, pop-up windows, downloaded software, toolbars, browser plug-ins or extensions;
3. (c) not be false, misleading, or masked.

You may only use Licensed Materials as provided by Time Clerk and cannot create materials that may be misinterpreted as Time Clerk Licensed Materials.

You will be paid commissions for Referred Customers in accordance with the payment terms set forth in this Agreement ("Commissions"). Time Clerk reserves the right to determine, at its sole discretion,

1. (a) whether a customer referred via the Program qualifies as a Referred Customer;
2. (b) whether to withhold, reverse, or void any Commissions.

Commissions may vary based on the terms and offers Time Clerk provides to you at the time of the Referred Customer sign up.

Commissions will be paid as gift cards sent to the referring Customer at the email addresses associated with their Time Clerk accounts.

Commission is calculated at 20% of eligible payments made by customers you refer. The commission entitlement applies for a period of three years from the date each referred customer creates their Time Clerk account.

Commission becomes payable 60 days after we receive the applicable payment from the referred customer.

The total commission payable to you in respect of each referred customer will not exceed $500. Once the $500 cap has been reached for a referred customer, no further commission will accrue or be payable in relation to that customer, even if they make additional eligible payments during the three-year commission period.

No commission is payable in respect of any payment that is refunded, reversed, charged back, disputed, or reasonably determined to be fraudulent. If a commission has already been paid in relation to such a payment, we may deduct the corresponding amount from future commission payments or otherwise recover it from you.

If you breach the Agreement or otherwise engage in any behavior that Time Clerk deems improper, as determined by Time Clerk in its sole discretion, you will not receive any Commissions.

Time Clerk reserves the absolute right, which it may exercise at any time for any reason, without any liability to you, to cancel, reduce or reverse Commissions, modify the payment terms on the Agreement or suspend you from the Program.

Time Clerk may ask you to provide additional information or clarification on any Referred Customers, and you must respond promptly and honestly. You may only claim credit or commission for a referral or lead under one Time Clerk marketing program or promotion. Time Clerk may void and reverse all credits or commissions for a lead if you claim it under more than one Time Clerk marketing program or promotion. In addition, Time Clerk may suspend or terminate your participation if you fail to provide information that may be required for tax reporting purposes.

Time Clerk reserves the right to extend, modify, or terminate this promotion at any time for any reason in its sole discretion.

You will not:

• Refer yourself under another email address with the intention of gaining Commissions
• Be a current employee, contractor, or affiliated with Time Clerk .
• Promote or advertise Time Clerk on sites in the following categories: coupon, deal, discounts, loyalty, spyware, adware, malware, phone/text advertisers, "get paid to click" or other incentivized sites, or display any offer on a public-facing page or through the use of a "click to display" offer code;
• Use its Link directly in any pay-per-click advertising;
• Purchase search engine or other pay-per-click keywords (such as Google Ads), Time Clerk Trademarks or any variations, misspellings thereof that may be deceptively or confusingly similar to the Time Clerk Trademarks;
• Create or participate in any third party networks or sub-affiliate networks without the express written permission from Time Clerk;
• Use Time Clerk Trademarks in such a way that confuses or deceives the user into believing Time Clerk is endorsing Customer;
• Spam forums or community groups with your Referral Link;
• Purchase email lists to promote Time Clerk with your Referral Link;
• Add people to your email lists without their permission;
• Send emails to your customer lists to promote the Services without prior written permission from Time Clerk;
• Send emails that mimics the look and feel of the Time Clerk brand without prior written permission from Time Clerk;
• Use or encourage any means of delivering fraudulent traffic, including but not limited to, bots or toolbar traffic, cookie stuffing, masked or misleading links
• Offer cash, rebates, incentives or deals to generate Referred Customers
• Solicit Referred Customers to leave the Time Clerk service;
• Make false, misleading or disparaging representations or statements with respect to Time Clerk

During the term of this Agreement, Time Clerk grants to you a limited, non-exclusive, non-transferable, worldwide, revocable license (the "License")

1. (a) to publish and display your Referral Link to the Time Clerk service on your Websites, solely in accordance with this Agreement, and solely as required to allow prospective customers of Time Clerk to obtain access to the Time Clerk website, as applicable; and
2. (b) to publish and display any provided Licensed Materials, solely to represent Time Clerk as a Customer on your Websites or as otherwise authorized by Time Clerk in writing.

You may not alter the Licensed Materials in any way without Time Clerk’s prior written approval, and any use of the Licensed Materials must be in accordance with this Agreement.

You agree that all uses of the Licensed Materials will be on behalf of Time Clerk and that any goodwill associated with your use of the Licensed Materials will inure to the sole benefit of Time Clerk. Time Clerk retains all right, title, ownership and interest in the Links, Licensed Materials, Service, and its other intellectual property, including any and all copyright, trademark or other proprietary rights therein, and Time Clerk may immediately revoke or adjust the License at any time upon written notice (including by email).

Nothing in this Agreement shall be construed to grant you any right, title or ownership in Time Clerk’s intellectual property. You represent and warrant that your intellectual property does not violate or infringe any right of privacy, personality or publicity, trade secrets, patents, copyrights or trademarks under the laws of any governmental authority, domestic or foreign, or any other right of any third party.

Time Clerk reserves all rights other than those expressly granted in this Agreement, and grants no licenses except as expressly set forth herein. Time Clerk may, in its sole discretion

1. (a) change the Time Clerk product pricing with or without notice to you; and
2. (b) reject any order or customer registration.

Time Clerk also reserves the right to remove you from the Program at any time and terminate this Agreement in accordance with the Termination provisions contained herein.

This Agreement may be terminated by Time Clerk, with or without cause, immediately without written notice to you. Upon termination of this Agreement:

1. (a) all licenses granted herein shall immediately terminate;
2. (b) you shall immediately remove any and all Link(s) and Licensed Materials from your Website; and
3. (c) any and all of your rights to payment hereunder shall cease immediately (other than with respect to any payments for the period prior to termination of this Agreement, unless termination is due to your breach of this Agreement).

If Time Clerk terminates this Agreement due to your breach, you shall not be entitled to any payment otherwise payable to you under this Agreement from the date of the occurrence of such breach until the date of termination of this Agreement. The following sections shall survive termination of this Agreement: Confidentiality, Termination, and all Miscellaneous Terms.

All Confidential Information (as defined below) will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose the Confidential Information of the other party unless it receives the prior written consent of the disclosing party, or unless required by law or regulation. "Confidential Information" means any non-public information, including but not limited to non-public business, technical, financial and customer information, disclosed by one party to the other, that

1. (a) is identified as "Confidential" or "Proprietary" at the time of disclosure; or
2. (b) under the circumstances surrounding the disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.

Warranties: THE SERVICE, LINKS AND THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY. Time Clerk EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED BY LAW ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE WEBSITE, RELATED SITES, AND ITS PRODUCTS AND SERVICES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Time Clerk WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE OPERATION OF ITS WEBSITE AND RELATED SITES.

Limitation of Liability: IN NO EVENT SHALL Time Clerk, ITS OFFICERS, AFFILIATES, AGENTS, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS)

1. (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PROGRAM; OR
2. (B) FOR ANY AMOUNTS THAT EXCEED THE TOTAL COMMISSIONS PAID BY Time Clerk TO YOU UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, IN EACH CASE, WHETHER OR NOT Time Clerk HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You hereby agree to defend, indemnify and hold harmless Time Clerk and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, stockholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including attorneys’ fees (the "Losses") insofar as such Losses (or related actions) arise out of or relate to:

1. (a) any claim that the Materials infringe the intellectual property or other rights of a third party;
2. (b) your use of the Licensed Materials, to the extent that such use is not in accordance with this Agreement;
3. (c) any breach of representation or warranty by you;
4. (d) any breach of any of your obligations herein; or
5. (e) your fraudulent activity, gross negligence or willful misconduct.

If you are entering into this Agreement on behalf of your company, you represent to Time Clerk that you have all requisite corporate power and authority to enter into this Agreement on behalf of your company, and that this Agreement will constitute the legal, valid and binding obligation of your company. You represent to Time Clerk that you are 18 years of age or older at the time of your application. You and Time Clerk have an independent contractor relationship, and nothing in this Agreement creates any partnership, joint venture, agency or employment relationship between the parties. You will have sole responsibility for your taxes, expenses and agents.

This Agreement constitutes the entire agreement between you and Time Clerk with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between you and Time Clerk with respect to the subject matter hereof. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be valid and binding and of like effect as though such invalid or unenforceable provision were not included. You may not assign all or any part of this Agreement without Time Clerk ‘s prior written consent. Subject to the foregoing restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties hereto and their respective successors and assigns. Time Clerk may, in its sole discretion, modify any provision of this Agreement without prior notice. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in the Program after Time Clerk notifies you of modifications to this Agreement will constitute your binding acceptance of the changes.