KERAGON AFFILIATE PROGRAM TERMS AND CONDITIONS

Last updated on 14th April 2025

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PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (“Affiliate”) and Keragon Inc. (“Keragon,” “we,” “us,” or “our”). By participating in the Keragon Affiliate Program (the “Affiliate Program”), you agree to be bound by these Affiliate Program Terms and Conditions AND the general Keragon Terms of Service (available at https://www.keragon.com/legal/terms). If you do not agree, you may not participate in the Affiliate Program.

We may periodically update or replace these terms. We will provide notice of any such changes via electronic means (which may include email or notice on your Affiliate Program Dashboard). If you do not agree to the updated or replaced terms, you may terminate this Agreement as described in Section 8 (Term and Termination).

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1. DEFINITIONS

• “Affiliate Program” means the program we operate under the terms and conditions set forth in this Agreement, allowing you to promote the Keragon Services to new customers and earn commissions.
  
  
• “Agreement” means these Terms and Conditions, along with any materials referenced or linked herein.
  
  
• “Associated Company” means an entity that directly or indirectly controls, is controlled by, or is under common control with Keragon Inc. For purposes of this definition, “control” means ownership of (i) more than fifty percent (50%) of the voting power to elect directors or (ii) more than fifty percent (50%) of the ownership interest.
  
  
• “Clawback” means any event in which a subscription fee is refunded, denied, or otherwise does not result in valid funds being transferred from a customer to us.
  
  
• “End User” means any customer that purchases or subscribes to Keragon Services.
  
  
• “Keragon Services” means the services, products, tools, platforms, or features offered by Keragon that are eligible for referral under the Affiliate Program, as described on our website and/or product documentation.
  
  
• “Keragon Trademarks” means the trademarks, trade names, logos, and other designations owned by or licensed to Keragon or its Associated Companies.
  
  
• “Intellectual Property Rights” means all rights, title, and interest in and to any forms of intellectual property, including, without limitation, patents, copyrights, trademarks, trade secrets, and other proprietary rights under any jurisdiction.
  
  
• “Party” means either Keragon or Affiliate, as applicable (together, “Parties”).
  
  
• “You” or “Affiliate” means the individual or entity (other than Keragon) that enters into this Agreement and participates in the Affiliate Program.
  
  

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2. GENERAL RULES OF THE AFFILIATE PROGRAM

2.1 Affiliate Dashboard and Links
Keragon will provide you with access to an online portal or dashboard (the “Affiliate Program Dashboard”) where you can generate one or more special affiliate links (each, a “Link”). These Links allow you to refer End Users to Keragon Services. When an End User uses your Link to subscribe, that referral will be tracked and credited to your account.

2.2 Promotional Activities
You may place or distribute the Link online to promote Keragon Services (e.g., on websites, blogs, emails, or webinars), subject to the requirements set forth in Section 4 (Affiliate’s Obligations and Performance). You will be eligible for a commission (“Commission”) if an End User completes a valid and paid subscription through your Link.

2.3 Relationship of the Parties
Nothing in this Agreement is intended to create (i) an employer-employee relationship, (ii) a principal-agent relationship, (iii) a franchisor-franchisee relationship, or (iv) a joint venture, partnership, or similar relationship between Keragon and Affiliate. Keragon is not granting you any license or authorization except as expressly provided herein. You shall not have any authority to represent or bind Keragon without our prior written approval.

2.4 Right to Reject End Users
Keragon reserves the right, in its sole discretion, to reject any End User or transaction if it deems it necessary for business or legal reasons.

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3. AFFILIATE’S OBLIGATIONS AND PERFORMANCE

3.1 Responsibility for Your Content and Placement
You are solely responsible for all content displayed on your website(s), social media, email campaigns, or other advertising placements. You must ensure compliance with this Agreement and all applicable laws and regulations.

3.2 Compliance with Laws and Policies
You agree to comply with all applicable laws, rules, and regulations, including those governing privacy, data protection, and marketing (e.g., CAN-SPAM Act in the United States or other local email marketing regulations).

• You must post a clear and conspicuous privacy policy on your website if you collect personal information.
  
  
• You shall not engage in misleading or deceptive marketing practices.
  
  

3.3 No Authority to Bind Keragon
You are not authorized to negotiate or conclude any contract or make any representation on behalf of Keragon. No pretending to be acting on behalf of Keragon (ie. as an employee) or appearing to be marketing efforts generated by the company.

3.4 Prohibited Practices
You agree that you shall not:

• Send spam or bulk unsolicited emails promoting Keragon Services.
  
  
• Signup for Keragon through your own affiliate link (i.e. self-referrals are not allowed).
  
  
• Use your Link in any misleading manner, including coupon sites, discount codes not authorized by Keragon, or sites that replicate Keragon’s design, branding, or content.
  
  
• Misrepresent your identity or relationship with Keragon.
  
  
• Run any search engine ads, Meta ads, Linkedin ads or any other ads that could potentially compete with our own marketing and cause any confusion for customers.
  
  
• Use any Keragon-related keywords, including “Keragon,” in any online ad without Keragon’s prior written approval.
  
  
• Promote Keragon Services on any website or platform containing pornographic, obscene, hateful, threatening, defamatory, or otherwise unlawful content.
  
  

3.5 Monitoring and Enforcement
Keragon may monitor your use of the Links to ensure compliance. We reserve the right to take appropriate action, including withholding or reversing Commissions, if your practices violate this Agreement or applicable laws.

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4. AFFILIATE REPRESENTATIONS AND WARRANTIES

4.1 Website Integrity
You represent and warrant that your website(s) and promotional channels are not designed to mislead End Users or create an impression that your site is sponsored by or affiliated with Keragon beyond what is stated in this Agreement.

4.2 Authority and Execution
You represent and warrant that (i) you have full authority and legal right to enter into and be bound by this Agreement; and (ii) you are not violating any other agreements or obligations by doing so.

4.3 Content Standards
You represent and warrant that any websites, social media channels, or other media used to promote Keragon Services will not contain material that is sexually explicit, obscene, harmful, discriminatory, violent, or otherwise unlawful.

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5. TRADEMARK LICENSE – BRANDING

5.1 License Grant
Keragon grants you a non-exclusive, non-transferable, revocable license to use the Keragon Trademarks solely for the purpose of promoting Keragon Services under this Agreement and in accordance with our trademark usage guidelines, which we may provide from time to time.

5.2 Scope and Limitations

• You may only use Keragon Trademarks as expressly permitted.
  
  
• You shall not register or attempt to register any domain names, trade names, or other marks that are identical or confusingly similar to Keragon Trademarks.
  
  
• Keragon retains all rights, title, and interest in and to Keragon Trademarks.
  
  

6. COMMISSIONS AND PAYMENT

6.1 Commission Structure

• Commission Rate: You will earn a commission on eligible subscription fees paid by End Users that you refer via your Link (the “Commission”). Keragon will communicate your current Commission rate and the duration of the tracking cookie, which may be changed upon notice.
  
  
• Eligibility: Only the base subscription fees for the first twelve (12) consecutive payments by the referred End User (monthly or annually, as applicable) are eligible, provided that all payments are made within twelve (12) months of the End User’s initial registration with Keragon via your Link. No Commission is provided if any End User doesn't sign up through your affiliate Link. Only End Users who click through your unique Link will be counted.
  
  
• Limitations: Certain fees (e.g. extra add-ons, extra usage-based fees, enterprise-level purchases, or services not explicitly covered by the Affiliate Program) may be ineligible for Commission.
  
  

6.2 Changes to Commission Rate
Keragon may change the Commission rate at any time at its discretion. Any change will be communicated via email or posted in the Affiliate Dashboard. If you disagree with the change, you may terminate this Agreement.

6.3 Payout Process

• Dashboard Tracking: Commissions appear in your Affiliate Dashboard once Keragon confirms payment from the referred End User.
  
  
• Minimum Threshold: You must have a minimum of two (2) unique, paying End Users and have accumulated at least USD 100 in total Commissions before you may request a payout.
  
  
• Payment Method: Payouts will be made via a payment service designated by Keragon (e.g. PayPal) and on a NET-60 basis. You are responsible for registering with and complying with the terms of the payment service. Keragon is not liable for any delay or failure by the payment service to complete transfers.
  
  
• Taxes: You are responsible for any taxes applicable to your Commissions.
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6.4 Clawbacks and Refunds
If a referred End User’s subscription payment is refunded, denied, or otherwise not successfully processed, no Commission will be paid on that transaction. Keragon may set off any such previously paid Commission amounts against future Commissions owed.

6.5 Enterprise Exclusion
Enterprise-level or custom plan purchases may be ineligible for Commissions unless otherwise specified by Keragon in writing. If a self-serve End User you refer later transitions to an enterprise contract, Commissions for payments after that transition will not be paid unless explicitly stated by Keragon.

6.6 Effect of Termination
If this Agreement terminates for any reason, no Commission shall be owed for payments received after the termination date.

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7. TERM AND TERMINATION

7.1 Term
This Agreement is effective as soon as you agree to it (e.g. by clicking to accept, signing, or otherwise indicating your assent). It remains in effect until terminated by either Party.

7.2 Termination
Either Party may terminate this Agreement immediately, with or without cause, by giving written notice (email is sufficient). This Agreement automatically terminates if you breach any of its terms.

7.3 Post-Termination Obligations
Upon termination:

• You must immediately remove and disable all Links and cease any further promotion of Keragon Services.
  
  
• You will not be entitled to any Commission for subscription fees received after the termination date.
  
  
• Commission generated by mechanisms that are in violation of this Agreement or from accounts we determine should be terminated, will not be paid or owed.
  
  

8. INDEMNITY

You agree to indemnify, defend, and hold harmless Keragon, its Associated Companies, and their officers, directors, employees, agents, and designees from any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your infringement of any third-party intellectual property or other proprietary rights.
   
   
2. Your breach of any representation, warranty, or covenant in this Agreement.
   
   
3. Any claim related to your website(s), social media channels, or marketing practices.
   
   

9. LIMITATION OF LIABILITY

In no event will Keragon or its Associated Companies be liable to you for any indirect, incidental, special, consequential, or exemplary damages, including lost profits, even if we have been advised of the possibility of such damages. Our cumulative liability arising out of or related to this Agreement will not exceed the total Commission fees actually paid to you under this Agreement.

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10. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising out of this Agreement shall be resolved exclusively in the state or federal courts located in Delaware, United States, and each Party consents to the personal jurisdiction of such courts.

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11. FINAL PROVISIONS

11.1 No Warranties
Keragon makes no express or implied warranties or representations regarding Keragon Services or the functionality of any Links. We do not warrant that our website(s) or the tracking of Links will be error-free or uninterrupted.

11.2 Amendments in Writing
No modification or waiver of this Agreement will be effective unless in writing and signed by a duly authorized representative of each Party. The same applies to any waiver of the requirement for written amendments.

11.3 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

11.4 Notices
Any notices under this Agreement shall be in writing and deemed given: (i) when delivered personally, (ii) one business day after being sent via a reputable overnight courier, or (iii) three business days after being mailed by certified mail, return receipt requested. Notices may also be sent via email, with confirmation of receipt required.

11.5 Survival
Any provisions that by their nature extend beyond the termination of this Agreement remain in effect until fulfilled, including any provisions protecting Keragon’s Intellectual Property Rights.

11.6 Assignment
Keragon may assign or transfer this Agreement to any Associated Company or entity that acquires the Keragon Services. You may not assign, transfer, delegate, or subcontract this Agreement or any rights or obligations hereunder without Keragon’s prior written consent.

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BY PARTICIPATING IN THE KERAGON AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.

If you have any questions about these Affiliate Program Terms & Conditions, please email us at legal [at] keragon.com.

CHANGELOG

v1.0 - Public version of Keragon’s Affiliate Program Terms & Conditions - 14th April 2025 

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