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Affiliate Marketing Terms

Last Updated

Affiliate Marketing Terms
    1. Eligibility
    2. Fees and Payments
    3. Participation Details
    4. License and Ownership
    5. Confidentiality
    6. Term
    7. Independent Contractor
    8. Warranties and Disclaimer
    9. Indemnification
    10. Limitation of Liability
    11. General

These Vercel Affiliate Marketing Terms apply to your participation in any Vercel Affiliate Marketing Program (each, an "Affiliate Program”). Any person or entity (“you”) that participates or attempts to participate in an Affiliate Program must accept these Vercel Affiliate Marketing Terms (“Affiliate Terms”). By applying or registering for an Affiliate Program, you agree to comply with the Affiliate Terms between you and Vercel Inc. (“Vercel,” “we,” “us,” “our”). These Affiliate Terms incorporate, and you agree to comply with, the most up-to-date version of all policies, guidelines, and other rules referenced in these Affiliate Terms and any other policies that apply to tools, content, and features made available to you under the Program (“Program Guidelines”). If you sign up for a Program on behalf of an entity or organization, you are binding that organization to these Program Terms, and you represent that you have the authority to do so.

IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION CLAUSE SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH VERCEL THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THESE TERMS,, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS MUTUAL ARBITRATION CLAUSE.

1. Eligibility

Acceptance into an Affiliate Program is at the sole discretion of Vercel. Vercel may reject or deny your application for any reason. To be eligible to participate in the Affiliate Program, you must (a) be the age of majority in your jurisdiction of residence; and (b) maintain an account for Vercel (and the applicable product/service for your Affiliate Program) in good standing at the time of payout. Any information collected in Vercel's registration or application process will be maintained in accordance with our Privacy Notice. Once you have been accepted into an Affiliate Program you shall be a "Participant" and may be eligible to earn compensation by creating, sharing, or distributing content about Vercel as set forth in these Affiliate Terms and the Program Guidelines.

1.1 Affiliate Program Compliance Requirements. You must comply with these Affiliate Terms to participate in an Affiliate Program and receive any Fees (as defined below). We may, but are not obligated to, monitor your website or marketing channels at any time to determine if you are complying with these Affiliate Terms and our Program Guidelines.

1.2 Violations. If you violate these Affiliate Terms, our Program Guidelines, or any other applicable terms and conditions, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of all Fees otherwise payable to you under these Affiliate Terms, whether or not directly related to such violation, without notice and without prejudice to any right to recover damages in excess of this amount. If your Vercel account has been deactivated prior to payout, you will not be eligible to receive Fees, even if all other terms have been met.

2. Fees and Payments

If any Fee payments are contemplated by the Affiliate Program that you participate in, the following terms apply:

  1. Fee Payment. Eligible Participants shall receive compensation (“Fees”) set forth in the applicable Program Guidelines. Fees may consist of commission income for qualifying purchases completed via an Affiliate Link or credits toward use of Vercel’s products and services (“Services”). All Fees earned shall be one-time payments unless expressly stated otherwise in the Program Guidelines. In order to receive payment under the Affiliate Program, you must have: (a) agreed to these Affiliate Terms and the terms of Vercel’s third-party payment processors or program administrators; (b) completed all steps necessary to create your account, (c) provided a valid and up-to-date payment method in such account; and (d) completed any and all required tax documentation that may be required in order for us or our third party program administrator to process any payments that may be owed to you. Vercel reserves the right to withhold or deduct Fees obtained through the Affiliate Program in the event that Vercel determines or believes that the receipt of the Fee was in error, fraudulent, illegal, or in violation of these Affiliate Terms or any other applicable agreement between you and Vercel.

  2. Maximum Fee Payment. Vercel reserves the right to set a maximum amount of Fees you can earn as a Participant. It is your responsibility to review the Program Guidelines for the current maximum limits. In addition to the foregoing, if you have received the maximum Fee, Vercel, at Vercel’s sole discretion, may automatically terminate your eligibility to participate in a Vercel Affiliate Program. You may not create multiple Vercel accounts to circumvent the Fee maximum, and Vercel may withhold or deny any amounts above the maximum Fee.

  3. Taxes. You will be responsible for paying all taxes imposed by any governmental authority on payment of the Fees (“Taxes”), if any. If we are required to withhold any withholding or similar taxes, we will do so and will make these payments. Any withholding taxes paid by us to the tax authority will be deducted from the amount due to you, such that the amount paid to you will be net of the withholding taxes. Upon your request, we will provide you with a copy of the tax receipt or tax certificate for the withholding tax paid.

  4. Affiliate Links. If you are able to access a link to Vercel’s Services associated with you as a Participant (“Affiliate Link”), the following additional terms apply:

    1. When a customer clicks through the Affiliate Link to purchase a subscription to a certain Vercel product or service ("Service(s)"), you may receive commission income for qualifying purchases as further described in (and subject to the limitations in) the Program Guidelines. If Vercel requests that you remove an Affiliate Link from your properties, you must comply with such request within twenty-four (24) hours. Failure to comply with such request may result in suspension or termination of your participation in the Affiliate Program and/or forfeiture of payments, as determined by Vercel in its sole discretion.

    2. You will only be eligible for a Fee payment for customer transactions that are completed (a) via the Affiliate Link that we make available to you; (b) through Vercel's self-service purchase process; and (c) on a customer transaction designated as compensation-eligible by the Program Guidelines, regardless of any additional or subsequent purchases made by the same customer for the Services or Vercel’s platform. You are not eligible for a Fee if: (i) a prospective customer does not complete the purchase or register to use the Services following their click on the Affiliate Link even if the prospective customer later purchases a subscription directly by visiting Vercel's website or through another link, (ii) a customer enters the purchase process through your Affiliate Link, but completes their purchase through a Vercel account executive or other sales-assisted process, (iii) the Affiliate Link is used after your participation in the Affiliate Program has expired or terminated, or (iv) at or prior to the time the customer used your Affiliate Link, such customer is our pre-existing customer or was actively involved in the sales process. Vercel will not be liable for your or a customer’s errors in using your Affiliate Link, even if such errors result in a reduction of amounts that would otherwise be paid to you under these Affiliate Terms. Only one Participant can earn a Fee for a single customer referred. In the event that multiple persons claim credit for a particular referral, Vercel has full discretion to determine which person earned such referral according to Vercel’s systems.

    3. You acknowledge and agree that Vercel’s Affiliate Link program is administered by Dub Technologies, Inc. (“Dub”) and Vercel pays Fees related to your Affiliate Link using one of the payment methods supported by the Dub platform. You represent and warrant that you have carefully read, understood, and accepted the Dub platform terms and conditions available on Dub’s website (https://dub.co/legal/terms) (“Dub Terms and Conditions”) and acknowledge that acceptance is a precondition to earning Fees in connection with your Affiliate Link. In the event of any conflict between these Affiliate Terms or any Program Guidelines and the Dub Terms and Conditions, these Affiliate Terms and the Program Guidelines will govern.

3. Participation Details

  1. Authorization and Restrictions. We authorize you to market and promote Vercel and our Service to potential customers in accordance with these Affiliate Terms.

    In connection with your participation in the Affiliate Program, you expressly agree to abide by the following restrictions:

    1. No spamming. You agree that you will not “spam” anyone with invitations to join the Vercel platform, and that you at all times will remain compliant with the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM”), the Telephone Consumer Protection Act (“TCPA”), EU ePrivacy Directive, and other applicable laws. You will comply promptly with all “opt out,” “do not call,” or “do not send” requests. Examples of prohibited activities include the following:

      1. Mass emailing, texting or messaging people you do not personally know;

      2. Using automated systems or bots, scripts, dialers through any channel to distribute, post, respond to, or source leads for, your Affiliate Link;

      3. Sending unsolicited messages or create spammy content, including 'clickbait' or 'clickfraud' schemes;

      4. Posting Affiliate Links on pages, properties, or content that are not your own without express permission from the page, property, or content owner (for example, on event and venue pages); and

      5. Contacting individuals to directly market Vercel or our Services except where you (1) have an appropriate legal basis under law, where applicable, to contact such individuals; or (2) such marketing is directed to your existing clients or subscribers to your newsletter.

    2. No misrepresentations. You agree to market the Services fairly and accurately. You agree that you will not attempt to mislead anyone in connection with the Affiliate Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:

      1. Impersonate another person or entity;

      2. Misrepresent your relationship with Vercel or any other third party. For example,

        1. Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Vercel or another person or entity;

      3. Purport to be an employee or representative of Vercel;

      4. Use any marketing content or materials that inaccurately portrays being made by Vercel;

      5. Create fake accounts, blogs, webpages, profiles, websites, links, “deepfakes” or messages;

      6. Suggest that an affiliation or partnership exists with another person or entity where none exists. For example:

        1. “Beyonce loves Vercel! Use this link to purchase Beyonce’s favorite frontend cloud.”

      7. Misrepresent the characteristics or qualification requirements for any Fee. You acknowledge that Vercel may change the characteristics or qualification requirements for Fees in its discretion, and therefore you shall not represent any fixed characteristics.

    3. No prohibited content. You agree to comply with Vercel’s Brand Guidelines (made available at: https://vercel.com/geist/brands). You agree that you will not use your Affiliate Link in connection with:

      1. Disparaging or defamatory content concerning Vercel or third parties;

      2. Offensive, abusive, intimidating, harassing or objectionable content, such as content which promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual, that is sexually explicit, obscene and/or contains nudity, or contains images or references to drugs, alcohol, or weapons;

      3. Someone else’s brand name or intellectual property without their explicit written consent, including as celebrities, public or private figures or competitors;

      4. or any political and/or religious statement.

    4. FTC Statement. When you post and/or distribute content about Vercel or our Services, you must clearly and prominently include a statement that complies with all then-current rules and regulations applicable to advertising disclosures and social media advertising, sponsorships and endorsements, including the then-current United States Federal Trade Commission guidelines. A helpful guide can be found here: https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101-social-media-influencers.

    5. Other restrictions. You also agree that you will not:

      1. Create websites, domains, URLs, social media handles or email addresses containing the word “Vercel” or “v0”;

      2. Purchase ads that direct to your site(s) through an Affiliate Link that could be considered as competing with our own advertising, including but not limited to, our branded keywords;

      3. Use, edit, modify, obscure, minimize or change the information contained in Vercel Content, including, without limitation, any product information or images we provide;

      4. Remove, alter or obscure in any way any of Vercel’s or our licensors’ proprietary rights notices on our Content;

      5. Mask the referring URL information;

      6. Solicit passwords or personally identifiable information;

      7. Sell, trade, or barter your Affiliate Link.

      8. Attempt to gain unauthorized access to the Services or its related systems or networks using the Affiliate Link;

      9. Interfere with the operation of the Affiliate Program;

      10. Participate in cookie stuffing or pop-ups;

      11. Use your Affiliate Link to purchase Vercel’s Services for yourself;

      12. Use the Affiliate Link to otherwise benefit another person or entity, other than you or us;

      13. Violate or infringe the intellectual property rights of another person or entity;

      14. Pay to advertise your Affiliate Link or the Affiliate Program, including via Google, Facebook, Twitter, and other sites.

      15. Use any Affiliate Link on any coupon deal websites and/or coupon aggregator websites;

      16. Take orders for the Services or act as a reseller of the Services.

      17. Defraud or abuse (or attempt to defraud or abuse) Vercel, the terms of the Affiliate Program, or any customers you refer; or

      18. Violate any applicable laws, including, but not limited to any privacy laws or regulations or any Federal Trade Commission rules, regulations or guidance, or the terms of any platform or channel you use to distribute content.

    If you violate any of these restrictions Vercel may, in its discretion, remove your eligibility to participate in the Affiliate Program, and/or deny you any Fee earned in violation or suspected violation of these restrictions.

  2. Vercel Customers. Our customers are not, by virtue of your participation in an Affiliate Program, your customers. As between you and us, all pricing, terms and conditions, rules, and policies concerning our Services set forth on our website will apply to those customers and may be changed at any time. If you are contacted by any of our customers for a matter relating to interaction with Vercel or our Services, you will direct customers to contact Vercel’s support team, or state that those customers must follow contact directions on our website to address customer service issues.

4. License and Ownership

  1. License to Vercel Content and Marks. In order to facilitate your advertisement and marketing of the Services, we may make available to you data, images, text, link formats, widgets, links, Vercel Marks, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program and our Services (“Vercel Content"). Subject to these Affiliate Terms, we grant you a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the Vercel Content; and (b) use and display our name, logo, trademarks, and other brand identifiers (“Vercel Marks”) for the sole purpose of promoting our Services, in each case, solely in accordance with our Brand Guidelines and the Program Guidelines. If we update the Vercel Content, you will use commercially reasonable efforts to use the updated Content and cease using the prior version. All use of Vercel Marks (and goodwill associated therewith) inures to our benefit.

  2. Ownership. You own and retain all intellectual property rights in your content, except (a) to the extent such content incorporates any of Vercel Intellectual Property; and (b) for the licenses granted herein. Except as expressly stated, these Affiliate Terms do not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our Service, Vercel Content, and Vercel Marks, including any modifications and derivative works thereto (“Vercel Intellectual Property”), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to Vercel. If you provide suggestions for improving our Services, you agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into our platform and Services without payment to you.

  3. License to Your Content. We may use your name and likeness in, and you grant us a limited irrevocable (except as provided in Section 3.6), perpetual, worldwide, nonexclusive, transferable, and royalty-free license to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in any Affiliate Program through any medium or channel, including Vercel-branded digital channels, social media, or websites (including re-posting or re-sharing the original content), solely to promote Vercel and Vercel’s products and services. You may revoke this grant at any time by sending an email to legalnotices@vercel.com with your notice of revocation, and we will use commercially reasonable efforts to cease new uses of such references and/or remove any past references.

5. Confidentiality

You will hold all information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential (“Confidential Information”) in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Affiliate Program. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in these Affiliate Terms. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any other person or entity, unless specifically authorized by us in writing.

6. Term

The term of these Affiliate Terms will begin upon your registration for the Affiliate Program and will continue until you cease participating in the Affiliate Program, or your participation is otherwise terminated in accordance with this Agreement. Vercel may terminate your participation in an Affiliate Program and these Affiliate Terms at any time, with or without cause, by giving you written notice of termination. Upon termination your rights to use any Affiliate Link, Vercel Content, and the Vercel Marks shall cease. We may hold accrued unpaid Fee income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or downgraded subscriptions).

7. Independent Contractor

You are an independent contractor and not an agent or employee of Vercel. You agree that you will not be entitled to any compensation, options, stock or other rights or benefits accorded to our employees.

8. Warranties and Disclaimer

You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your website and marketing channels in accordance with these Affiliate Terms; (b) you are lawfully able to enter into this contract (e.g. you are not a minor); (c) you are not the subject of U.S. sanctions regulations or on any U.S. sanctioned parties lists; (d) the information you provide in connection with the Affiliate Program is accurate and complete; (e) your participation in the Affiliate Program will not constitute a conflict of interest or breach of any agreement, rule, guideline or policy applicable to your relationship with any previous or contemporaneous employer, academic institution, or any other party; (f) you have the full right and authority to enter into the Affiliate Terms and grant the rights herein; (g) your content is free and clear of liens or other third-party claims; (h) any use of your content as authorized herein will not give rise to any claims, damages, liabilities, costs and expenses (including but not limited to claims of infringement, invasion of privacy or publicity, claims for payment of any monies such as re-use fees or residuals); and (i) the consent of no other person or entity is required in connection with these Affiliate Terms, your participation in the Affiliate Program, or use of any of your content.

WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC OR FEES YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH ANY AFFILIATE PROGRAM, AND WE WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS. ANY INFORMATION OR MATERIALS PROVIDED BY US (INCLUDING ANY AFFILIATE LINK(S)) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT AFFILIATE LINKS MAY OPERATE ON A "LAST-CLICK" MODEL AND VERCEL IS NOT RESPONSIBLE FOR ANY PAYMENT OF FEES IN THE EVENT A CUSTOMER TRANSACTION IS NOT COMPLETED USING YOUR AFFILIATE LINK. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Indemnification

You will defend, indemnify, and hold harmless Vercel, its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys’ fees) incurred by Vercel arising from any third-party claims related to: (a) your breach of these Affiliate Terms or applicable law or regulation; (b) your website, your content, or materials used by you in connection with any Affiliate Program; and (c) your gross negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which Vercel is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defense of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER ARISING WHETHER OR NOT WE WERE AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THESE AFFILIATE TERMS; AND (B) OUR LIABILITY ARISING OUT OF THESE AFFILIATE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT ACTUALLY PAID OR PAYABLE TO YOU UNDER THESE AFFILIATE TERMS FOR THE APPLICABLE AFFILIATE PROGRAM IN THE TWELVE MONTHS PRIOR TO WHEN THE APPLICABLE CLAIM AROSE; or (ii) $500 USD.

11. General

  1. Governing Law. These Affiliate Terms and related disputes will be governed by the laws of the State of California without regard to its conflicts of laws principles.

  2. Arbitration. Both parties agree to resolve any claims relating to these Affiliate Terms only through final and binding arbitration, except as set forth below. Any dispute between you and Vercel that is not resolved through negotiation will be resolved exclusively by final and binding arbitration conducted in accordance with the then-current Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services ("JAMS"). The arbitration will be conducted by a single arbitrator selected by agreement of you and Vercel or, if you and Vercel cannot agree, an arbitrator appointed in accordance with the JAMS rules who shall be experienced in the type of dispute at issue. You and Vercel, their representatives, the arbitrator, and other participants shall keep confidential the existence, content, and result of the arbitration. Any demand for arbitration and any counterclaim must specify in reasonable detail the facts and legal grounds forming the basis for the claimant's claims and include a statement of the total amount of damages claimed, if any, and any other remedy sought by the claimant. The arbitration will be conducted in the English language; the location of such arbitration shall be in San Francisco, California. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (a) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (b) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the agreement to arbitrate, each party may apply at any time to a court of competent jurisdiction for appropriate injunctive relief or for other interim or conservatory measures, and by doing so will not breach or waive the agreement to arbitrate or impair the powers of the arbitrator. The state or federal courts sitting in San Francisco County, California shall have exclusive jurisdiction and venue over any dispute arising out of your participation in the Program, subject to the mandatory arbitration provisions herein, and you hereby consent to the jurisdiction of those courts.

  3. NO CLASS ACTIONS. You may only resolve disputes related to or arising from these Affiliate Terms on an individual basis and will not bring a claim in a class, consolidated, or representative action. This waiver is an independent covenant.

  4. Opt-out. You have the right to opt-out and not be bound by the arbitration provisions set forth above by sending written notice of your decision to opt-out to: legalnotices@vercel.com with the subject line "ARBITRATION OPT-OUT". The notice must be sent within thirty (30) days of the date that you first accept these Terms, otherwise you shall be bound to arbitrate any disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Vercel also will not be bound by them.

  5. Notices. Notices may be sent to you at the email address you used to sign up for the Program. Notices to us must be sent to legalnotices@vercel.com, attn: VP of Legal. Notices are deemed given when received.

  6. Modifications. We may modify the Affiliate Terms from time to time, in which case the new Affiliate Terms will supersede prior versions. Your continued participation in the Program following the effective date of any such modification may be relied upon by Vercel as your consent to any such modifications.

  7. No Assignment. You may not assign, transfer or sublicense without the prior written consent of Vercel, but Vercel may assign or transfer, these Affiliate Terms, in whole or in part, without restriction. Any attempted assignment or transfer of these Affiliate Terms by the parties in contravention of the foregoing shall be null and void.

  8. General. The Affiliate Terms supersedes any prior agreements or understandings between the parties regarding the subject matter hereunder. The Affiliate Terms, including all Program Guidelines, constitute the entire agreement between the parties related to this subject matter. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Affiliate Terms will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to these Affiliate Terms.

  9. Survival. All Sections in these Affiliate Terms which are either expressed to survive or which are by implication intended to survive termination or expiration of these Affiliate Terms shall continue to survive notwithstanding termination or expiration of the Affiliate Terms.