PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a legal agreement between you (the “Affiliate” or “you”) and us (“Social Attaché”, “we”, “us” or “our”). It describes how we will work together, and other aspects of our business relationship.
This Agreement applies to your participation in our Affiliate Marketing Program (the “Affiliate Program”). The purpose of the Affiliate Program is to allow you to refer people or businesses to Social Attaché using special trackable web links in exchange for commission fees.
BY NAVIGATING TO THIS AGREEMENT AND CHECKING ANY BOX OR CLICKING ANY BUTTON ON SUCH SITE THAT SAYS, “I HAVE READ AND ACCEPT THE TERMS OF THIS AGREEMENT”, “JOIN AFFILIATE PROGRAM”, “I AGREE” OR ANY SIMILAR WORDING THAT INDICATES THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT OR WISH TO ENROL IN THE AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, WITHOUT ANY RESERVATIONS, MODIFICATIONS, ADDITIONS OR DELETIONS.
Enrollment. This Agreement will become effective upon your acceptance of the Agreement as indicated above. Notwithstanding the foregoing, we reserve the right to remove your Social Attaché account (your “Account”) from the Affiliate Program at any time, for any reason in our sole discretion, with or without cause. To remain enrolled in the Affiliate Program, you must comply with the terms and conditions of this Agreement, and any other terms, rules, policies or conditions that we may implement from time to time. You must have and maintain an Account to participate in the Affiliate Program.
Affiliate Representations and Warranties. You represent and warrant to us as follows:
This Agreement has been duly authorized by you or on your behalf, and is a legal and binding agreement enforceable against you in accordance with its terms;
You have full right, power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and
Your participation in the Affiliate Program will not conflict with, violate the terms of or constitute a default under any agreement or instrument to which you are a party or by which you are bound, or any order, rule, law, regulation or other legal requirement applicable to you.
Affiliate Website and Use of Affiliate Links.
Affiliate Links. As an Affiliate of Social Attaché, you may use any form of promotion you choose, consistent with the terms of this Agreement. You may use banner advertisements, button links and/or text links to our site (each, an “Affiliate Link”). Allowable promotional links may contain Social Attaché’s trade names, service names and/or logos for display on your website(s). Subject to the terms and conditions of this Agreement, you are granted a limited, non-exclusive, non-transferable license to use such trade names, service names and logos for the sole and exclusive purpose of promoting websites owned, operated or controlled by Social Attaché.
Responsibility for Content. You shall be solely responsible for all materials that appear on your website(s), and will strictly adhere to all applicable laws and regulations in conducting your business and in marketing and advertising Social Attaché.
Obligations. You agree that neither you nor your website(s) will:
create, publish, distribute or permit any written or electronically transmitted publicity material that makes reference to Social Attaché or our website without first submitting the material to Social Attaché and receiving our approval, authorization and consent in writing;
issue any public statement regarding Social Attaché or your relationship with Social Attaché without the prior written approval of Social Attaché;
violate or contravene any applicable laws, including, without limitation, those relating to spam, commercial electronic messages or unsolicited emails, phone calls or messages. For certainty, you will not send unsolicited email, or send email or other communication to a recipient if the recipient has requested that you discontinue such communication;
engage in any deceptive, misleading, illegal, predatory or unethical advertising or marketing methods or activities, or activities that otherwise may be detrimental to us, our customers or to the public;
promote pornography and/or sexually explicit materials;
make any representations or warranties regarding the products or services provided by Social Attaché;
make or publicize any statements that are disparaging, slanderous, defamatory, libelous or derogatory of Social Attaché or that otherwise portray Social Attaché in a negative manner;
defame any third party;
promote violence or use of illegal substances;
purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Social Attaché’s own advertising;
promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
use fake redirects or other tools or automation devices to generate leads;
offer incentives to encourage purchases or sign-ups;
attempt to mask the referring URL information;
promote hate, crime or other illegal activities;
incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; or
engage in any conduct that is, or may be, in any way unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to us at our sole direction.
You agree to defend, indemnify and hold Social Attaché harmless for any violations of the foregoing, and we disclaim all liability for these matters.
Social Attaché Rights. Social Attaché reserves the right to monitor your website(s) at any time to determine if they are in compliance with this Agreement. We may notify you of any changes to your website(s) that we feel should be made regarding your promotion of Social Attaché, or to make sure that your links to our website are appropriate.
Affiliate Commissions and Payment.
Subject to the terms and conditions of this Agreement, Social Attaché will pay you the following commissions (collectively, the “Fees”) for referring New Customers to us:
A first-tier commission equal to 20% of the value of any Social Attaché plans (each, a “Plan”) purchased by any New Customer that creates an Account after clicking on an Affiliate Link that was made available by you (each, a “Referee”);
A second tier commission equal to 15% of the value of any Plans purchased by any New Customer that creates an Account after clicking on an Affiliate Link that was made available by one of your Referees (each, a “Second Tier Referee”); and
A third tier commission equal to 5% of the value of any Plans purchased by any New Customer that creates an Account after clicking on an Affiliate Link that was made available by one of your Second Tier Referees (each, a “Third Tier Referee”).
For the purposes of this Agreement, “New Customer” means a unique human being or business which was not previously in our database prior to your referral. For certainty, Social Attaché shall not pay Fees on sales from any individuals or businesses who have previously opened an Account with us, even if the customer’s record contains a different email address, credit card number or other information that is different from the customer’s previous registration.
Notwithstanding the above:
The Fees are only payable on purchases of the following Plans: Essentials Plan, Social Media Prospecting Plan, Professional Plan, Social Media Influencer Plan, Web Influencer Plan, Automation Plan, Funnels Plan, Marketing Plan and Team Leader Plan. All other Plans are excluded from the Affiliate Program;
Fees will only be payable for the purchase of a Plan, and not for any other purchases made by a Referee, Second Tier Referee or Third Tier Referee. For certainty, Fees will be payable each time the New Customer, Second Tier Referee or Third Tier Referee pays an invoice that corresponds to a purchase of a Plan, including subscription Plans;
If any Fees are paid on purchases that are later refunded or determined to have been charged to the customer in error, the Fees paid to you will be deducted from future commissions if any are due, or an invoice in the amount of the Fees paid to you will be issued and payable by you to Social Attaché within 30 days; and
You are not eligible to receive Fees or any other compensation from us:
For any Plans purchased directly or indirectly for yourself or anyone in your household or organization;
If such compensation is disallowed by the laws or regulations of your jurisdiction;
If the applicable New Customer objects to or prohibits such compensation; or
If the Fees have been obtained by fraudulent means, by misuse of an Affiliate Link, in violation of this Agreement or any other rules or policies of the Affiliate Program that we make available to you, or by any other means that we deem to breach the spirit of the Affiliate Program.
We use “session” cookies that expire at the end of each browsing session to track when a visitor to our site follows an Affiliate Link. When a new Account is created, the Affiliate associated with the session cookie, if any, is entitled to receive the commissions for that Account. In the event that more than one Affiliate claims the same commission for a referral, Social Attaché shall select the Affiliate to receive the commission based on our reasonable efforts to determine which Affiliate was responsible for the initial referral based on the session cookie data. If a potential New Customer clears their cookies before creating an Account, Social Attaché shall not be liable for any Fees that may have otherwise been owed to you.
Payment of Fees will be made on a monthly basis, within one week of each month-end, provided that no Fees shall be paid to an Affiliate until the total of such Fees payable exceeds $100.00. Any unpaid Fees shall roll over to the following month. Commissions will be paid by PayPal, with all PayPal fees being the responsibility of, and paid by, the Affiliate. Commission payments are made in U.S. Dollars.
It is your responsibility to provide complete and accurate payee information in order to receive payment.
You shall be responsible for all taxes and similar levies and charges applicable to all Fees paid to you pursuant to any applicable law or regulation. You must report all Fees paid to you to applicable taxation authorities as required by law. Social Attaché will not be responsible for any taxes owed by you arising out of your relationship with Social Attaché as set forth in this Agreement.
Modification. We reserve the right, from time to time in our sole discretion, to modify, amend, restate, terminate or replace this Agreement. Modifications may include, without limitation, changes to the commission percentages, payment procedures and Affiliate Program rules. We will take reasonable steps to attempt to notify you of such amendments (e.g. post a notice and a link to a copy of the amended Agreement on your Account and/or on a page of our website) but you agree that such notice is not required and waive any right to dispute any term of the Agreement due to a prior amendment and/or failure to receive adequate notice. If you do not agree to, or cannot comply with, the Agreement as amended, you shall have the right to terminate this Agreement as set forth below. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY SUCH CHANGE WILL CONSTITUTE YOUR AGREEMENT TO THE CHANGES.
Term and Termination.
This Agreement shall begin upon your acceptance of the Agreement as indicated above and will end when terminated by either Party. Either Party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from your website(s), all references to Social Attaché and all links to Social Attaché’s site.
Social Attaché will continue to pay you Fees on your referrals up to the termination of this Agreement, unless Social Attaché terminated this Agreement as a result of: (a) any breach of this Agreement; or (b) any fraud committed or abuse or misuse of the Affiliate Program by you, in which case, all future and pending Fees will be absolutely forfeited. Any final Fees will paid within one week of the end of the month in which termination occurred in accordance with Section 5(b)(d).
Sections 5, 8, 9, 10, 11, 12, and 13, and this Section 7 will survive the termination of this Agreement for any reason.
Proprietary Rights. Social Attaché’s products and services are protected by intellectual property laws. You agree not to copy, rent, lease, sell, distribute or create derivative works based on our products or services, or any information, data, text, messages, software, sound, music, video, photographs, graphics, images and tags incorporated therein. Social Attaché, the Social Attaché logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. In all usages of our trademarks, you must: (a) only use the images of our trademarks that we make available to you, without altering them in any way; (b) only use our trademarks in connection with the Affiliate Program, as allowed by this Agreement; and (c) immediately comply if we request that you discontinue use. You must not use our trademarks: (a) in any misleading or disparaging way; (b) in any way that implies we endorse, sponsor or approve of your services or products; or (c) in violation of any applicable law or in connection with any obscene, indecent or unlawful topic or material.
Disclaimer. SOCIAL ATTACHÉ MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SOCIAL ATTACHÉ SERVICES, PRODUCTS, AFFILIATE PROGRAM AND WEBSITES. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SOCIAL ATTACHÉ SERVICES, PRODUCTS, AFFILIATE PROGRAM AND WEBSITES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OR CONDITIONS OF ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE OR OF OUR REFERRAL TRACKING LINK TECHNOLOGY WILL BE FREE FROM DEFECT OR WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY DEFECTS, INTERRUPTIONS OR ERRORS.
Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SOCIAL ATTACHÉ WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF SOCIAL ATTACHÉ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL FEES YOU HAVE ACTUALLY EARNED IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Indemnification. You hereby agree to indemnify and hold harmless Social Attaché, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on: (i) your participation in the Affiliate Program; (ii) our use of the prospect data you provide us; (iii) any misrepresentation of a representation or warranty or breach of a covenant and Agreement made by you herein; or (Iv) any claim related to any of your websites, including, without limitation, content therein not attributable to us.
Confidentiality. In connection with the Affiliate Program, you may acquire confidential technical or business information of Social Attaché, which is not generally known to the public, including, without limitation, proposals, ideas or research related to possible new products or services, financial information, and the terms of this Agreement (collectively, "Confidential Information"). You agree not to disclose the Confidential Information to any third party or use the Confidential Information for any purpose. Your obligations in this Section shall not apply to any information that: (i) is or becomes generally known to the public through no fault of yours; or (ii) is required to be disclosed by applicable law. Upon the termination of this Agreement for any reason, you shall return, or, if requested by Social Attaché, destroy, all Confidential Information of Social Attaché in your possession.
Force Majeure. Neither party will be responsible for failure or delay of performance caused by an event outside of its reasonable control.
Non-Exclusivity. This Agreement does not create an exclusive agreement between you and us.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein.
Notices. Notices required or permitted to be given under this Agreement shall be effectively delivered if forwarded by registered mail to Social Attaché at 1711 Carnegie Crescent, Victoria, BC, V8N 1P2, or to any other address as we may from time to time provide, or by registered mail or email to you at the most recent address in your account information. We may also give notice to you by telephone call to any telephone number on record in our account information for you.
Assignment. You may not assign your rights or obligations under this Agreement. We may assign this Agreement to any affiliate or in the event of any merger, reorganization, sale of assets, change of control or operation of law.
Enurement. This Agreement will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.
Relationship. For all purposes of this Agreement, you shall be acting as an independent contractor of Social Attaché. Neither this Agreement nor your use of Affiliate Links shall be deemed to establish a partnership, employment, fiduciary, joint venture or agency relationship between you and us. You shall not sign any document in the name or, or on behalf of, Social Attaché, nor hold yourself out as being an agent of Social Attaché or as having apparent authority to contract for or bind us.
Entire Agreement. This Agreement is the entire agreement between us regarding the Affiliate Program, and supersedes all other proposals and agreements, whether electronic, oral or written, between us with respect to the Affiliate Program.
Waiver. No waiver of any provision of this Agreement by you will be effective unless in writing and signed by both parties. No failure by us to insist in any one or more instances upon performance of any term or condition of this Agreement shall be construed as a waiver.
Headings and Construction. Section headings are for convenience only and do not define or delimit the terms hereof.
Severability. If any provision of this Agreement is adjudged by a court to be invalid or unenforceable, in whole or in part, this will in no way affect any other provision of this Agreement, the application of such provision in any other circumstance, or the validity or enforceability of this Agreement.
Independent Advice. YOU HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND AND HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON YOU WITHOUT RESERVATION. YOU HAVE ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO YOU TO INDUCE YOU TO ACCEPT THIS AGREEMENT. YOU AGREE TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.
If you have any questions about this affiliate agreement, you may contact us using the information below.
Social Attaché Software Corporation
1711 Carnegie Crescent
Victoria, BC, V8N 1P2