GLO DIGITAL, INC.
AFFILIATE PROGRAM TERMS AND CONDITIONS
Effective Date: 3.17.26
PLEASE READ THESE AFFILIATE PROGRAM TERMS AND CONDITIONS CAREFULLY BEFORE
ENROLLING IN OR PARTICIPATING IN THE GLO AFFILIATE PROGRAM. These Affiliate Program Terms and
Conditions (these "Affiliate Terms") constitute a legally
binding agreement between Glo Digital, Inc., a Delaware corporation ("Glo,"
"we," "us," or "our") and the
individual or entity enrolled in the Affiliate Program ("Affiliate,"
"you," or "your"). By enrolling in or
participating in the Affiliate Program, you acknowledge that you have read,
understood, and agree to be bound by these Affiliate Terms in their entirety.
If you do not agree to these Affiliate Terms, you may not participate in the
Affiliate Program.
These Affiliate Terms are incorporated into and subject to Glo's Terms & Conditions of Use Agreement (the "Platform Terms"), available at https://www.glo.com/terms, which are incorporated herein by reference. In the event of a conflict between the Platform Terms and these Affiliate Terms with respect to matters specifically relating to the Affiliate Program, these Affiliate Terms shall control. To the extent any Affiliate is also a party to a separate written agreement with Glo, including without limitation a Statement of Work, Instructor Agreement, or similar agreement (each, a "Governing Agreement"), the terms of such Governing Agreement shall control in the event of a conflict with these Affiliate Terms.
SECTION 1. DEFINITIONS
As used in these Affiliate Terms, the following capitalized terms shall have
the meanings set forth below. Additional defined terms may appear throughout
these Affiliate Terms and shall have the meanings ascribed to them where they
first appear.
"Affiliate" means any individual or entity that has been accepted by Glo to participate in the Affiliate Program, including without limitation instructors, teachers, coaches, content creators, and third-party publishers or marketing partners.
"Affiliate Link" means the unique, trackable uniform resource locator (URL) or promotional
code issued by Glo to Affiliate for use in connection with the Affiliate
Program.
"Affiliate Program" means the referral and commission program operated by Glo
pursuant to which Affiliates may earn commissions for Qualifying Actions
attributed to their Affiliate Link(s), as more particularly described in these
Affiliate Terms.
"Applicable Law" means all applicable federal, state, local, and international laws,
statutes, regulations, rules, orders, and ordinances, including without
limitation the Federal Trade Commission Act, the FTC Endorsement Guides, the
CAN-SPAM Act, and all applicable data protection and privacy laws.
"Commission" means the compensation payable by Glo to Affiliate
for a Qualifying Action, as set forth in Section 5 of these Affiliate
Terms or in any applicable Governing Agreement.
"Commission Rate" means the dollar amount or percentage rate applicable to a Qualifying
Action, as established by Glo and communicated to Affiliate at the time of
enrollment or as subsequently amended pursuant to Section 5.3 hereof.
"Confidential Information" means any non-public information disclosed by Glo to
Affiliate in connection with the Affiliate Program, including without
limitation Commission Rates, tracking methodologies, conversion data,
subscriber data, financial information, and business strategies.
"Conversion Window" means the period of time following a click on an Affiliate
Link during which a resulting Qualifying Action will be attributed to
Affiliate, as determined by Glo in its sole discretion and communicated to
Affiliate from time to time.
"FTC Endorsement Guides" means the Federal Trade Commission's Guides Concerning the
Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255, as
amended from time to time.
"Glo Brand Assets" means Glo's trademarks, service marks, trade names, logos,
taglines, trade dress, domain names, and other brand identifiers, as made
available by Glo from time to time.
"Glo Platform" means Glo's website, mobile applications, and digital streaming platform
through which Glo offers its subscription-based wellness and fitness content
and coaching services.
"Prohibited Content" has the meaning set forth in Section 7.3 hereof.
"Qualifying Action" means a new paid subscription to the Glo Platform by a New
Subscriber that is verifiably attributed to Affiliate's Affiliate Link within
the applicable Conversion Window, subject to the exclusions and conditions set
forth in Section 4.4 hereof.
"New Subscriber" means an individual who (a) has not previously held a paid subscription
to the Glo Platform; (b) is not a current subscriber to the Glo Platform at the
time of conversion; and (c) has not held a paid subscription to the Glo
Platform within the ninety (90) days immediately preceding the date of the
Qualifying Action.
"Promotional Content" means any content, communications, or materials created,
published, or distributed by Affiliate in connection with the Affiliate
Program, in any medium or format, including without limitation social media
posts, blog content, email communications, video content, podcasts, and paid
advertisements.
"Term" has the meaning set forth in Section 9.1 hereof.
SECTION 2. ENROLLMENT AND ELIGIBILITY
2.1 Invitation-Only Program. Participation in the Affiliate Program is by invitation only. Glo reserves the right, in its sole and absolute discretion, to approve or deny enrollment of any applicant, to impose additional eligibility requirements, and to revoke acceptance at any time. Enrollment in the Affiliate Program does not create any obligation on the part of Glo to continue Affiliate's participation for any period of time.
2.2 Eligibility Requirements. To be eligible to enroll in and participate in the Affiliate Program, Affiliate must at all times: (a) be an individual who is at least eighteen (18) years of age, or an entity duly organized and in good standing under applicable law; (b) have full legal capacity and authority to enter into and perform under these Affiliate Terms; (c) comply with all Applicable Law; (d) maintain any required licenses, permits, or registrations necessary to engage in the promotional activities contemplated by these Affiliate Terms; and (e) maintain an account in good standing with Glo, if applicable.
2.3 Instructor Affiliates. Instructors, teachers, and coaches who participate in the Affiliate Program pursuant to a Governing Agreement are subject to these Affiliate Terms in addition to the terms of their applicable Governing Agreement. In the event of a conflict between a Governing Agreement and these Affiliate Terms, the Governing Agreement shall control.
2.4 Third-Party Affiliates. Third parties, including without limitation publishers, bloggers, social media influencers, and marketing partners, who participate in the Affiliate Program are subject solely to these Affiliate Terms and the Platform Terms, unless such party has also entered into a separate Governing Agreement with Glo.
2.5 No Exclusivity. Nothing in these Affiliate Terms shall be construed to create an exclusive relationship between Affiliate and Glo. Glo reserves the right to engage any number of other affiliates, marketing partners, or third parties in connection with the promotion of the Glo Platform.
2.6 Geographic Restrictions. Glo reserves the right to restrict participation in the Affiliate Program to residents or entities located in specific jurisdictions. Glo will notify Affiliate of any applicable geographic restrictions at the time of enrollment or as they arise during the Term.
SECTION 3. AFFILIATE LINKS
3.1 Issuance of Affiliate Links. Upon enrollment and activation of Affiliate's account in the Affiliate Program, Glo will provide Affiliate with one or more Affiliate Links for use in connection with the Affiliate Program. Glo may, at its discretion, issue multiple Affiliate Links to a single Affiliate for use across different channels or campaigns, as designated by Glo.
3.2 Personal and Non-Transferable. Each Affiliate Link is personal to Affiliate and strictly non-transferable. Affiliate may not sell, sub-license, assign, transfer, share, or otherwise permit any third party to use, access, or benefit from any Affiliate Link, whether directly or indirectly, for any purpose whatsoever. Any attempt to sell, transfer, or assign an Affiliate Link shall be void ab initio.
3.3 Responsibility for Use. Affiliate is solely responsible for all use of Affiliate's Affiliate Link(s), including any use by unauthorized parties resulting from Affiliate's failure to maintain the security and confidentiality of the Affiliate Link. Glo will not compensate Affiliate for any Qualifying Actions attributed to unauthorized, improper, or fraudulent use of an Affiliate Link, and Glo reserves the right to recoup any Commissions previously paid in connection with such use.
3.4 Modifications and Deactivation. Glo reserves the right, in its sole discretion, to modify, deactivate, replace, or reissue any Affiliate Link at any time, with or without notice to Affiliate. Without limiting the foregoing, Glo may deactivate an Affiliate Link in connection with: (a) a change of affiliate tracking platform or technology provider; (b) a suspected breach of these Affiliate Terms; (c) a fraud investigation; or (d) the termination of Affiliate's participation in the Affiliate Program. Glo will use commercially reasonable efforts to provide advance notice of any deactivation that is not related to a breach or fraud investigation.
3.5 Platform Changes. Glo reserves the right to change the technology platform, tracking system, or service provider through which the Affiliate Program is administered, at any time and in its sole discretion, upon thirty (30) days' prior written notice to Affiliate. Any such change shall not affect Commissions validly earned on Qualifying Actions completed prior to the transition date. Following such notice, Affiliate agrees to cooperate with Glo in transitioning to any new platform, including by completing any required registration or account setup.
3.6 No Modification of Links. Affiliate may not alter, manipulate, append parameters to, or otherwise modify any Affiliate Link without Glo's prior written consent. Affiliate may not use redirect chains, cloaking tools, or other means to obscure or misrepresent the destination of an Affiliate Link.
SECTION 4. QUALIFYING ACTIONS AND ATTRIBUTION
4.1 Qualifying Actions. Subject to the terms and conditions of these Affiliate Terms, Affiliate will be eligible to earn a Commission for each Qualifying Action verifiably attributed to Affiliate's Affiliate Link(s) within the applicable Conversion Window. The determination of whether a conversion constitutes a Qualifying Action shall be made by Glo in its sole and reasonable discretion, based on Glo's then-current tracking methodology.
4.2 Attribution Methodology. Qualifying Actions are tracked and attributed based on Glo's designated tracking system using last-click attribution, unless Glo notifies Affiliate of a different attribution model in writing. Glo's tracking data and attribution determinations shall be final and binding in all respects, absent manifest error. Affiliate acknowledges that technical limitations, browser privacy settings, ad-blocking software, and other factors outside Glo's control may affect tracking accuracy, and that Glo shall bear no liability for conversions that cannot be tracked as a result of such factors.
4.3 Conversion Window. The applicable Conversion Window shall be communicated to Affiliate by Glo at the time of enrollment or as modified from time to time upon written notice. Conversions occurring outside the applicable Conversion Window will not be attributed to Affiliate and will not give rise to any Commission obligation.
4.4 Exclusions. The following transactions and conversions are expressly excluded from the definition of Qualifying Actions and will not give rise to any Commission obligation, regardless of whether such transactions are attributed to an Affiliate Link: Self-referral transactions, including any subscription purchase made by Affiliate or any household member, family member, or Related Party (as defined below) of Affiliate;
- Any transaction by an existing Glo subscriber or a former Glo subscriber who held a paid subscription within the period preceding the conversion that is less than the lookback period specified by Glo from time to time;
- Any transaction that is the subject of a chargeback, refund, subscription cancellation, or reversal within thirty (30) days of the transaction date, or such other period as Glo may specify in writing;
- Any transaction that Glo determines, in its reasonable discretion, resulted from fraudulent, incentivized, artificial, or manipulated traffic, including without limitation click fraud, bot traffic, cookie stuffing, or the use of automated clicking tools;
- Any transaction that cannot be verified through Glo's tracking systems due to Affiliate's modification or improper use of the Affiliate Link;
- Any transaction resulting from promotional activities that violate Section 7 of these Affiliate Terms or any Applicable Law; and
- Any transaction that Glo determines, in its reasonable discretion, was procured through deceptive, misleading, or unethical means.
For purposes of this Section 4.4, "Related Party" means any individual or entity that directly or indirectly controls, is controlled by, or is under common control with Affiliate, and any individual sharing a household with Affiliate.
4.5 Dispute Resolution for Attribution. If Affiliate believes that a Qualifying Action has been incorrectly attributed or that a Commission has been improperly withheld, Affiliate must submit a written dispute to Glo within thirty (30) days of the date on which the applicable Commission would have been paid. Affiliate's failure to submit a dispute within such period shall constitute a waiver of any claim with respect to such Commission. Glo will review all timely submitted disputes in good faith and provide a written response within a reasonable period of time. Glo's determination following such review shall be final.
SECTION 5. COMMISSIONS AND PAYMENT
5.1 Commission Rate. The Commission Rate applicable to Qualifying Actions is as set forth in Affiliate's Governing Agreement or, in the absence of a Governing Agreement, as otherwise communicated to Affiliate by Glo in writing.
5.2 Commission Calculation. Commissions will be calculated based on the number of verified Qualifying Actions attributed to Affiliate's Affiliate Link(s) during the applicable payment period, multiplied by the then-applicable Commission Rate, less any deductions for chargebacks, refunds, reversals, or fraud adjustments as provided in Section 4.4 hereof.
5.3 Amendments to Commission Rate. Glo reserves the right to amend the Commission Rate at any time upon thirty (30) days' prior written notice to Affiliate (the "Rate Amendment Notice"). The amended Commission Rate shall apply to Qualifying Actions completed on or after the effective date specified in the Rate Amendment Notice. Affiliate's continued participation in the Affiliate Program following the effective date of any rate amendment shall constitute Affiliate's acceptance of the amended Commission Rate. If Affiliate does not accept an amended Commission Rate, Affiliate's sole and exclusive remedy is to opt out of the Affiliate Program by delivering written notice of opt-out to Glo prior to the effective date of the rate amendment, with no further liability to either party with respect to the Affiliate Program, except with respect to Commissions validly earned prior to the effective date of the opt-out.
5.4 Payment Schedule. Subject to the terms of these Affiliate Terms, Glo will pay verified Commissions on a monthly basis, within thirty (30) days following the end of each calendar month in which the applicable Qualifying Actions were completed and verified (each, a "Payment Period"). Glo reserves the right to modify the payment schedule upon written notice to Affiliate.
5.5 Minimum Payment Threshold. Glo will not issue payment of Commissions until Affiliate's accrued and unpaid Commission balance reaches one hundred ($100.00) (the "Minimum Threshold"). Commissions accruing below the Minimum Threshold will carry forward to subsequent Payment Periods until the Minimum Threshold is reached. Glo reserves the right to modify the Minimum Threshold upon written notice to Affiliate.
5.6 Payment Method. Commissions will be paid via the payment method designated by Glo and communicated to Affiliate upon enrollment. Affiliate is solely responsible for maintaining accurate, current, and complete payment account information. Glo shall have no liability for any failure or delay in payment arising from Affiliate's failure to maintain accurate payment information.
5.7 Withholding. Glo reserves the right to withhold payment of any Commissions pending: (a) Glo's investigation of any suspected fraud, policy violation, or breach of these Affiliate Terms by Affiliate; (b) Affiliate's failure to provide required tax documentation as set forth in Section 6 hereof; or (c) any dispute regarding the validity of attributed Qualifying Actions. In the event Glo determines that previously paid Commissions were earned in connection with fraudulent, improper, or excluded transactions, Glo reserves the right to offset such amounts against future Commission payments or to seek reimbursement directly from Affiliate.
5.8 Reversals and Chargebacks. In the event that a transaction giving rise to a Commission is subsequently reversed, refunded, charged back, or otherwise voided, Glo will deduct the corresponding Commission from Affiliate's next payment or, if insufficient future Commissions exist, require Affiliate to reimburse Glo for such amount within thirty (30) days of demand.
5.9 Currency. Unless otherwise specified in a Governing Agreement, all Commissions will be paid in United States dollars.
SECTION 6. TAXES AND REPORTING
6.1 Independent Contractor Status. Affiliate is an independent contractor of Glo. Commissions earned under the Affiliate Program constitute independent contractor income. Affiliate is solely responsible for all federal, state, local, and foreign taxes, duties, and assessments arising from or relating to Commissions received under these Affiliate Terms, including without limitation income taxes, self-employment taxes, and any applicable value-added or goods and services taxes.
6.2 Tax Documentation. Prior to receiving any Commission payment, Affiliate must provide Glo with a completed and accurate IRS Form W-9 (Request for Taxpayer Identification Number and Certification) if Affiliate is a U.S. person, or the applicable IRS Form W-8 series form if Affiliate is a non-U.S. person. Glo reserves the right to withhold all Commission payments until such documentation has been received and verified. Affiliate represents and warrants that all tax documentation provided to Glo is accurate, complete, and current, and agrees to promptly notify Glo of any changes.
6.3 Information Reporting. Glo will report Commission payments to the Internal Revenue Service on IRS Form 1099-NEC (or such other form as may be required under applicable IRS guidance) to the extent required by applicable law and IRS thresholds. Affiliate acknowledges that Glo's information reporting obligations are determined by applicable law and that Affiliate is responsible for accurately reporting all Commission income regardless of whether Glo is required to file an information return.
6.4 Backup
Withholding. If
Affiliate fails to provide the required tax documentation, provides incorrect
or incomplete tax documentation, or is otherwise subject to backup withholding
under applicable IRS rules, Glo reserves the right to withhold from Commission
payments the applicable backup withholding rate as required by law.
6.5 Non-U.S. Affiliates. Non-U.S. Affiliates are solely responsible for compliance with all applicable tax laws in their respective jurisdictions, including without limitation any requirement to register for or collect value-added tax, goods and services tax, or similar indirect taxes. Glo reserves the right to withhold applicable taxes from payments to non-U.S. Affiliates in accordance with applicable U.S. withholding tax rules.
SECTION 7. PROMOTIONAL STANDARDS, COMPLIANCE, AND BRAND GUIDELINES
7.1 General Standards. Affiliate agrees to promote the Glo Platform and the Affiliate Program honestly, accurately, and in a manner consistent with these Affiliate Terms, the Platform Terms, Glo's Brand Guidelines (as defined below), and all Applicable Law. All Promotional Content must be consistent with the high-quality, credible, and evidence-based positioning of the Glo brand.
7.2 Brand Guidelines. Glo may provide Affiliate with written brand guidelines, style guides, or other brand standards documents (collectively, "Brand Guidelines") establishing the parameters for Affiliate's use of the Glo Brand Assets and the style and tone of Promotional Content. Affiliate agrees to comply with the Brand Guidelines as provided and updated by Glo from time to time. In the absence of Brand Guidelines, Affiliate agrees to use reasonable judgment consistent with the Glo brand's positioning as a premium wellness and fitness platform.
7.3 Mandatory Disclosures. Affiliate must clearly and conspicuously disclose the material connection between Affiliate and Glo - including the existence of the affiliate compensation relationship - in all Promotional Content, in compliance with the FTC Endorsement Guides and all other Applicable Law. Such disclosures must: (a) be placed in a location where consumers are likely to see them before engaging with the Promotional Content; (b) use plain language that is clear and unambiguous; (c) not be hidden, minimized, or obscured by other content; and (d) satisfy the specific requirements of the platform or medium through which the Promotional Content is distributed. Affiliate acknowledges sole responsibility for ensuring the adequacy of all disclosures under Applicable Law.
7.4 Prohibited Conduct. Affiliate shall not engage in any of the following activities in connection with the Affiliate Program (collectively, "Prohibited Content" or "Prohibited Conduct"):
- Making any false, misleading, deceptive, or unsubstantiated claims or representations about Glo, the Glo Platform, Glo's products or services, or any aspect of the Affiliate Program, including without limitation misrepresenting the features, pricing, benefits, or availability of Glo's subscription services;
- Using spam, unsolicited bulk electronic mail, unsolicited text or SMS messages, or any other form of unsolicited electronic communication to promote the Affiliate Program or distribute Affiliate Links, in violation of the CAN-SPAM Act or any other Applicable Law;
- Using paid search advertising, search engine marketing, or pay-per-click advertising campaigns that bid on Glo's branded keywords, trademarked terms, or any variations or misspellings thereof, without Glo's prior express written consent;
- Using or displaying any Glo Brand Assets except as expressly authorized in these Affiliate Terms or in writing by Glo;
- Creating, publishing, or distributing Promotional Content through any channel, platform, medium, website, or application that: (i) contains or promotes illegal, obscene, offensive, or defamatory content; (ii) promotes violence, discrimination, or hate speech; (iii) infringes any third party's intellectual property rights; (iv) targets minors; or (v) Glo has specifically designated as prohibited;
- Engaging in any form of click fraud, cookie stuffing, pixel stuffing, bot traffic, artificial inflation of click-through rates, or any other fraudulent or deceptive traffic generation methods;
- Purchasing or directing traffic through third-party services, traffic exchange networks, or co-registration services without Glo's prior written consent;
- Making any health, medical, or therapeutic claims about Glo's products or services that are not expressly authorized by Glo in writing, or that are inconsistent with Glo's health disclaimer as set forth in the Platform Terms;
- Using Affiliate's Affiliate Link in any manner that could be construed as self-referral, including placing an Affiliate Link on any page or platform controlled by Affiliate that is designed primarily to enable Affiliate to generate Commissions from Affiliate's own purchases or the purchases of Related Parties;
- Impersonating Glo or any Glo employee, officer, or representative, or otherwise misrepresenting Affiliate's relationship with Glo; and
- Engaging in any other conduct that violates these Affiliate Terms, the Platform Terms, or Applicable Law, or that Glo reasonably determines is harmful to Glo's reputation, brand, or business interests.
7.5 Content Review. Glo reserves the right, but not the obligation, to review any Promotional Content prior to publication. If Glo notifies Affiliate that any Promotional Content violates these Affiliate Terms, Affiliate's Governing Agreement, the Brand Guidelines, or Applicable Law, Affiliate agrees to promptly modify or remove such content as directed by Glo. Glo's failure to review or object to any Promotional Content shall not be construed as Glo's approval thereof or as a waiver of Glo's rights hereunder.
7.6 No Endorsement. Affiliate acknowledges that Glo does not endorse, sponsor, or approve any Promotional Content unless Glo has expressly stated otherwise in writing. Affiliate agrees not to represent or imply that Glo has endorsed, sponsored, or approved any Promotional Content, product, or service offered or promoted by Affiliate.
7.7 Platform Compliance. Affiliate is solely responsible for complying with the terms of service, community guidelines, and advertising policies of any third-party platform or channel through which Affiliate distributes Promotional Content, including without limitation social media platforms, email service providers, and content networks.
SECTION 8. INTELLECTUAL PROPERTY
8.1 Limited License. Subject to Affiliate's compliance with these Affiliate Terms, Glo hereby grants to Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Glo Brand Assets solely for the purpose of creating and distributing Promotional Content in connection with the Affiliate Program, and solely in the manner expressly authorized by Glo's Brand Guidelines or other written guidance. All uses of the Glo Brand Assets by Affiliate are subject to Glo's review and approval, which may be withheld in Glo's sole discretion.
8.2 Restrictions. Affiliate may not: (a) use the Glo Brand Assets in any manner that is likely to cause confusion as to Glo's sponsorship, endorsement, or affiliation with Affiliate or any third party; (b) modify, distort, alter, or create derivative works of any Glo Brand Asset without Glo's prior written consent; (c) use any Glo Brand Asset in a manner that tarnishes, disparages, or reflects adversely on Glo or the Glo Platform; (d) register or attempt to register any domain name, social media handle, or trademark that incorporates or is confusingly similar to any Glo Brand Asset; or (e) use any Glo Brand Asset after the expiration or termination of Affiliate's participation in the Affiliate Program.
8.3 Ownership and Goodwill. As between Glo and Affiliate, Glo retains all right, title, and interest in and to the Glo Brand Assets and all intellectual property rights therein. Affiliate acquires no ownership interest in any Glo Brand Asset by virtue of these Affiliate Terms or Affiliate's participation in the Affiliate Program. All goodwill arising from Affiliate's use of the Glo Brand Assets inures solely to the benefit of Glo.
8.4 Affiliate Content. As between Glo and Affiliate, Affiliate retains ownership of all original Promotional Content created by Affiliate, subject to the license granted to Glo in Section 8.5 hereof and the restrictions set forth in these Affiliate Terms.
8.5 License to Promotional Content. By creating and publishing Promotional Content that references, promotes, or incorporates Glo's name, brand, or products, Affiliate hereby grants to Glo a non-exclusive, royalty-free, perpetual, worldwide license to reproduce, display, distribute, and share such Promotional Content for Glo's internal and external marketing purposes, with attribution to Affiliate where reasonably practicable. Glo will provide Affiliate with reasonable advance notice before exercising this license in a material manner, and Affiliate may request that Glo cease any specific use.
8.6 Termination of License. The license granted in Section 8.1 shall automatically terminate upon the expiration or termination of Affiliate's participation in the Affiliate Program for any reason. Affiliate agrees to promptly cease all use of the Glo Brand Assets following such termination.
SECTION 9. TERM AND TERMINATION
9.1 Term. These Affiliate Terms shall commence on the date Affiliate is accepted into the Affiliate Program and shall continue until terminated in accordance with the provisions of this Section 9 (the "Term").
9.2 Termination for Convenience. Either party may terminate Affiliate's participation in the Affiliate Program for any reason or no reason, upon thirty (30) days' prior written notice to the other party.
9.3 Termination for Cause. Glo may terminate Affiliate's participation in the Affiliate Program immediately and without prior notice upon the occurrence of any of the following: (a) Affiliate's material breach of these Affiliate Terms, the Platform Terms, or any Governing Agreement, which breach, if capable of cure, remains uncured for ten (10) days following Glo's written notice thereof; (b) Affiliate's engagement in any Prohibited Conduct or violation of Section 7 of these Affiliate Terms; (c) Glo's reasonable determination that Affiliate has engaged in fraudulent activity in connection with the Affiliate Program; (d) Affiliate's violation of any Applicable Law in connection with the Affiliate Program; (e) conduct by Affiliate that Glo reasonably determines is harmful to Glo's reputation, brand, or goodwill; or (f) Affiliate's insolvency, assignment for the benefit of creditors, or commencement of any bankruptcy or similar proceeding.
9.4 Effect of Termination. Upon termination of Affiliate's participation in the Affiliate Program for any reason: (a) all rights and licenses granted to Affiliate under these Affiliate Terms shall immediately terminate; (b) Affiliate's Affiliate Link(s) will be deactivated; (c) Affiliate must immediately cease all use of the Glo Brand Assets and all promotional activities in connection with the Affiliate Program; and (d) Affiliate must remove all Affiliate Links and Glo Brand Assets from all of Affiliate's websites, social media channels, and other platforms. Commissions validly earned on verified Qualifying Actions completed prior to the termination date will be paid in the next regular payment cycle, subject to the exclusions in Section 4.4 and Glo's right to withhold under Section 5.7. For the avoidance of doubt, Commissions will not be paid in respect of any Qualifying Actions that occur on or after the effective date of termination.
9.5 Relationship to Governing Agreement. For Affiliates who are also parties to a Governing Agreement, termination of the Governing Agreement for any reason shall automatically terminate Affiliate's participation in the Affiliate Program as of the effective date of such termination. Termination of Affiliate's participation in the Affiliate Program shall not, in itself, constitute a termination of any Governing Agreement.
9.6 Survival. The following provisions shall survive the expiration or termination of these Affiliate Terms: Section 1 (Definitions), Section 4.4 (Exclusions), Section 5.8 (Reversals and Chargebacks), Section 6 (Taxes and Reporting), Section 8.3 (Ownership and Goodwill), Section 9.4 (Effect of Termination), Section 10 (Confidentiality), Section 11 (Representations and Warranties), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 14 (Indemnification), and Section 15 (General Provisions).
SECTION 10. CONFIDENTIALITY
10.1 Confidential Information. In connection with the Affiliate Program, Glo may disclose to Affiliate certain Confidential Information. Affiliate agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care Affiliate uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose any Confidential Information to any third party without Glo's prior written consent; (c) use Confidential Information solely for the purpose of performing Affiliate's obligations under these Affiliate Terms; and (d) promptly notify Glo of any unauthorized disclosure or use of Confidential Information.
10.2 Exclusions. The obligations of Section 10.1 shall not apply to information that: (a) is or becomes publicly available through no fault of Affiliate; (b) was rightfully known to Affiliate prior to disclosure by Glo without restriction; (c) is independently developed by Affiliate without use of or reference to Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that Affiliate provides Glo with prompt prior written notice and cooperates with Glo in seeking a protective order.
10.3 Commission Confidentiality. Affiliate agrees to keep the specific Commission Rate applicable to Affiliate's participation in the Affiliate Program confidential and not to disclose such rate to any third party without Glo's prior written consent, unless required by Applicable Law.
SECTION 11. REPRESENTATIONS AND WARRANTIES
Affiliate hereby represents and warrants to Glo, as of the date of enrollment and throughout the Term, that:
11.1 Authority. Affiliate has full legal capacity, right, power, and authority to enter into and perform under these Affiliate Terms, and these Affiliate Terms constitute a valid and binding obligation of Affiliate, enforceable in accordance with its terms.
11.2 No Conflicts. Affiliate's execution and performance of these Affiliate Terms does not and will not conflict with or violate any other agreement, obligation, or applicable law to which Affiliate is subject.
11.3 Compliance with Law. Affiliate's promotional activities in connection with the Affiliate Program will comply with all Applicable Law, including without limitation the FTC Endorsement Guides, the CAN-SPAM Act, and all applicable privacy, data protection, and consumer protection laws.
11.4 Accuracy. All information provided by Affiliate to Glo in connection with the Affiliate Program, including tax documentation and payment information, is and will remain accurate, complete, and current.
11.5 No Prohibited Conduct. Affiliate has not engaged and will not engage in any Prohibited Conduct in connection with the Affiliate Program.
11.6 No Harmful Content. Affiliate does not operate and will not use any website, platform, channel, or medium that contains or promotes content that is illegal, defamatory, obscene, discriminatory, or otherwise harmful, in connection with the Affiliate Program.
SECTION 12. DISCLAIMER OF WARRANTIES
THE AFFILIATE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GLO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE AFFILIATE PROGRAM, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
GLO DOES NOT WARRANT THAT: (A) THE AFFILIATE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY AFFILIATE LINK WILL GENERATE ANY PARTICULAR LEVEL OF TRAFFIC, CONVERSIONS, OR COMMISSIONS; (C) THE TRACKING SYSTEM USED BY GLO WILL ACCURATELY CAPTURE ALL QUALIFYING ACTIONS AT ALL TIMES; OR (D) THE AFFILIATE PROGRAM WILL CONTINUE TO BE OFFERED FOR ANY PARTICULAR PERIOD OF TIME.
SECTION 13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GLO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS OR THE AFFILIATE PROGRAM, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF GLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL GLO'S TOTAL AGGREGATE LIABILITY TO AFFILIATE ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS OR THE AFFILIATE PROGRAM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE BY GLO DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
The limitations of liability set forth in this Section 13 reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis of the bargain between Glo and Affiliate. Glo would not have entered into these Affiliate Terms absent such limitations.
SECTION 14. INDEMNIFICATION
14.1 Indemnification by Affiliate. Affiliate agrees to defend, indemnify, and hold harmless Glo and its officers, directors, employees, agents, subsidiaries, affiliates, successors, and assigns (collectively, the "Glo Indemnitees") from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of or relating to: (a) any breach by Affiliate of these Affiliate Terms, the Platform Terms, or any Governing Agreement; (b) Affiliate's promotional activities in connection with the Affiliate Program, including without limitation any Promotional Content created or distributed by Affiliate; (c) Affiliate's violation of any Applicable Law; (d) any claim by a third party arising from Affiliate's use of the Glo Brand Assets in a manner not authorized by these Affiliate Terms; (e) any fraud, willful misconduct, or gross negligence by Affiliate; or (f) any tax liability arising from Commissions paid to Affiliate.
14.2 Indemnification Procedure. Glo will: (a) provide Affiliate with prompt written notice of any Claim for which indemnification is sought; (b) grant Affiliate control of the defense and settlement of such Claim, provided that Affiliate may not settle any Claim without Glo's prior written consent if such settlement imposes any obligation, restriction, or liability on any Glo Indemnitee or includes any admission of fault by any Glo Indemnitee; and (c) provide reasonable cooperation to Affiliate in the defense of such Claim at Affiliate's expense. Glo reserves the right, at its own expense, to participate in the defense of any Claim with counsel of its own choosing.
SECTION 15. GENERAL PROVISIONS
15.1 Governing Law. These Affiliate Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles, consistent with the governing law provisions of the Platform Terms. Any claim or dispute arising out of or relating to these Affiliate Terms or the Affiliate Program that is not subject to the arbitration agreement set forth in the Platform Terms shall be brought exclusively in the state or federal courts located in Dallas, Texas, and each party hereby consents to the personal jurisdiction and venue of such courts.
15.2 Arbitration and Class Action Waiver. To the extent not governed by a Governing Agreement, any dispute arising out of or relating to these Affiliate Terms or the Affiliate Program shall be subject to the arbitration agreement and class action waiver set forth in Section 2 of the Platform Terms, which is incorporated herein by reference.
15.3 Entire Agreement. These Affiliate Terms, together with the Platform Terms and any applicable Governing Agreement, constitute the entire agreement between the parties with respect to the Affiliate Program and supersede all prior and contemporaneous agreements, representations, and understandings of the parties relating to the subject matter hereof. In the event of a conflict, the order of precedence shall be: (i) the Governing Agreement (if any); (ii) these Affiliate Terms; and (iii) the Platform Terms.
15.4 Amendments. Glo reserves the right to amend these Affiliate Terms at any time upon thirty (30) days' prior written notice to Affiliate, consistent with Glo's rights under the Platform Terms. Continued participation in the Affiliate Program following the effective date of any amendment shall constitute Affiliate's acceptance of the amended terms. Amendments to Commission Rates are separately governed by Section 5.3.
15.5 Waiver. No failure or delay by Glo in exercising any right, power, or remedy under these Affiliate Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. Any waiver by Glo must be in writing and signed by an authorized representative of Glo to be effective.
15.6 Severability. If any provision of these Affiliate Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect. The parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the affected provision.
15.7 Assignment. Affiliate may not assign, transfer, delegate, or sublicense any of its rights or obligations under these Affiliate Terms without Glo's prior written consent. Any purported assignment in violation of this section shall be void. Glo may assign these Affiliate Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Glo's assets, consistent with Section 34 of the Platform Terms.
15.8 Relationship of the Parties. Affiliate is an independent contractor of Glo. Nothing in these Affiliate Terms shall be construed to create an employment, partnership, joint venture, agency, or fiduciary relationship between the parties. Affiliate has no authority to bind Glo to any contract or obligation.
15.9 No Third-Party Beneficiaries. These Affiliate Terms are for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in these Affiliate Terms shall create or be deemed to create any rights in any third party.
15.10 Notices. All notices required or permitted under these Affiliate Terms shall be in writing and shall be deemed delivered when: (a) sent by electronic mail to the email address on file for each party, with confirmation of receipt; (b) delivered by hand; or (c) sent by a nationally recognized overnight courier service. Notices to Glo shall be addressed to: 21750 Hardy Oak Blvd Ste 104 PMB 67075 San Antonio, Texas 78258-4946 US, Attention: Legal Department, legal@glo.com.
15.11 Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond that party's reasonable control, including without limitation acts of God, natural disasters, pandemics, governmental actions, or failures of third-party service providers, provided that the affected party provides prompt written notice and uses commercially reasonable efforts to mitigate the effects of such event.
15.12 Statute of Limitations. Consistent with Section 37 of the Platform Terms, any claim arising out of or relating to these Affiliate Terms must be brought within one (1) year after such claim arose, or be forever barred.
15.13 Construction. These Affiliate Terms shall not be construed more strictly against either party as a result of such party's participation in its drafting. The headings in these Affiliate Terms are for convenience only and shall not affect the interpretation of any provision. The word "including" shall be deemed to mean "including without limitation."
15.14 Counterparts and Electronic Signatures. These Affiliate Terms may be accepted electronically, and electronic acceptance shall be as binding and enforceable as a manually executed original.
Glo Digital, Inc.
21750 Hardy Oak Blvd Ste 104 PMB 67075
San Antonio, Texas 78258-4946 US
Last Updated: March 17, 2026