Affiliate/Channel Program / Partner Agreement
This Channel Affiliate/Partner Agreement (this “Agreement”) is between Insert your company name (“Company,” “we,” “us,” or “our”) and you (the “Partner”). It describes how we will work together and other aspects of our business relationship. Participation in our Partner/Affiliate Program (the “Partner/Affiliate Program”) is subject to these terms.
We may periodically update or replace these terms. If we do so, we (or the Affiliate Tool) will notify you via electronic means (e.g., in-app or email). If you do not agree with an update or replacement, you may terminate under the terms below. “Affiliate Tool” means the tool/software we make available upon your acceptance into the program to enable your participation.
1. Non-Exclusivity
This Agreement is non-exclusive. Both parties may recommend, design, sell, install, implement, and work with third parties and similar products/services.
2. Partner Acceptance
After you complete an application, we will review and notify you whether you are accepted. We may request additional information or require completion of certain requirements/certifications prior to acceptance. If we do not notify you of acceptance within thirty (30) days, your application is deemed rejected.
If accepted, this Agreement applies until terminated. You must complete any enrollment criteria set out in the Program Policies Page, if applicable, within thirty (30) days of acceptance; otherwise, this Agreement terminates and you may no longer participate. You must comply with this Agreement and any Program Policies at all times.
3. Customer Transactions
3.1 Partner Program Limits
Each accepted Affiliate Lead will expire according to the Affiliate Tool (or Program Policies). We will pay Commission as described in the Affiliate Tool (or Program Policies) for each new Customer who completes a qualifying Customer Transaction after clicking an Affiliate Lead made available by you, provided you remain eligible.
The Customer’s subscription start date is determined by the first purchase or sign up. You receive Commission for that Customer Transaction only, regardless of additional purchases by the same Customer. You may not be entitled to Commission on additional purchases of Company products by that Customer.
3.2 Eligibility
To be eligible for Commission: (i) an Affiliate Lead must be accepted and valid per Section 7 (Acceptance and Validity); (ii) a Customer Transaction must have occurred; and (iii) any locking period requirements in the Affiliate Tool (or Program Policies), if applicable, must be satisfied. You are not eligible if compensation is disallowed by law, if the Customer objects or excludes such compensation, if the Customer pays you directly, if the Commission was obtained by fraudulent means or policy violations, or if the Customer participates in other partner programs. We may discontinue Commission if eligibility criteria fail at any time.
4. Eligibility; Requirements
You must not be a competitor of Company or its affiliates. You represent, warrant, and covenant to: (a) use commercially reasonable efforts to promote/market Company per this Agreement; (b) conduct business professionally and favorably; (c) avoid deceptive or unethical practices; (d) make no false, misleading, or unauthorized representations; (e) comply with all applicable laws and obtain necessary approvals; and (f) remain current with required Partner Certifications, if any.
4.1 Authority
You have no authority to distribute/resell Company services or bind Company. Except as expressly set forth in Company Materials provided for Referral Activities, you shall not make representations or warranties about Company or its Services. You are solely responsible for unauthorized or inconsistent representations.
5. Acceptance and Validity
Commission is payable only for Customer Transactions derived from valid Affiliate Leads generated by your Affiliate Link and accepted by Company. An Affiliate Lead is valid if: (i) it is a new potential customer; and (ii) is not, at submission or within the preceding sixty (60) days, a pre-existing customer or involved in an active sales process. We may reject any Affiliate Lead at our discretion. If a lead does not purchase within the period described in the Affiliate Tool (or Program Policies) from its first click, you are not eligible. A first click occurring after expiration/termination of this Agreement is not valid.
6. Engagement with Prospects
We may engage with prospects directly, whether or not an Affiliate Lead is valid. We may maintain and engage with invalid leads at our discretion.
7. License
Subject to compliance, Company grants a revocable, non-transferable, worldwide, non-exclusive license during the Term to display a Partner Link (text or graphic) assigned to you linking to your Partner URL, consistent with Company trademark policies. No sublicensing, reselling, or redistribution rights are granted.
8. Commission and Payment
To receive payment: (i) agree to this Agreement (typically via the Affiliate Tool); (ii) complete all account setup steps in the Affiliate Tool; (iii) maintain a valid payment method in the Affiliate Tool; and (iv) complete required tax documentation for processing.
8.1 Requirements for Payment; Forfeiture
If any requirements in Section 8 remain outstanding for six (6) months following the close of a Customer Transaction, your right to Commission for that Customer becomes forever forfeited (a “Forfeited Transaction”). After you complete all requirements, you are eligible for Commission on subsequent Customer Transactions, provided they do not involve the same Customer associated with a Forfeited Transaction.
8.2 Third-Party Payment Processors
Company may use third-party payment processors. You are responsible for maintaining current contact and payment details with Company and the processors. We are not liable for payments returned due to incorrect details. Payments are made within forty-five (45) days after the end of the calendar month in which amounts are collected by Company.
8.3 Taxes; Commission Amounts
You are responsible for all applicable taxes and fees. We may offset payable amounts against sums you owe us. We may alter Commission amounts as per the Affiliate Tool.
9. Training and Support
We may provide webinars or resources as part of the Program. You should encourage relevant personnel to complete trainings/certifications we recommend. We may change or discontinue Program benefits without notice.
10. Quality Control
Your use of Services, Company Marks, and marketing materials must conform to Company standards and be approved by Company where required. This is a material term.
11. Trademarks
You grant us a nonexclusive, nontransferable, royalty-free right to use and display your marks in connection with the Program. If we make our trademark available in the Affiliate Tool, you may use it subject to usage requirements. Prohibited uses include misleading, disparaging, implying endorsement, or unlawful/indecent contexts.
12. Proprietary Rights
No software license is granted. The Services, Company Trademarks, and marketing materials belong to Company or its licensors. All goodwill accrues to Company. You will not contest Company ownership or remove/alter proprietary notices.
13. Feedback
You agree feedback and suggestions are non-confidential and may be used by Company without payment, unless otherwise agreed in advance.
14. Confidentiality
“Confidential Information” includes non-public information disclosed by a party in any form, including business, technical, financial, and strategic information. Obligations apply to both Disclosing and Receiving Parties as customary.
15. Term and Termination
Term: This Agreement applies while you participate in the Program, until terminated.
- Termination Without Cause: Either party may terminate on fifteen (15) days’ written notice.
- Termination for Agreement Changes: If we update/replace terms, you may terminate on five (5) days’ written notice within ten (10) days of our notice.
- Termination for Cause: We may terminate for material breach (30 days’ notice), non-payment (15 days’ notice), insolvency, breach of subscription terms, or conduct negatively affecting us, prospect(s), or customers.
- Effects of Expiration/Termination: Commission obligations vary by termination scenario; see Program Policies and terms above. Upon termination/expiration, discontinue use of the Affiliate Tool and our trademarks; leads are not valid thereafter.
16. Partner Representations and Warranties
You represent and warrant you have sufficient rights and permissions to participate, provide leads, and grant rights to use the Affiliate Marks; your participation does not conflict with existing agreements; and you will comply with trade/regulatory requirements, disclose partner relationship where required, and avoid prohibited tactics (e.g., cookie stuffing, masking URLs, self-purchase via Affiliate Link, automated lead generation, or incentivized signups).
17. Indemnification
You will indemnify, defend, and hold us harmless against third-party claims arising from your participation, our use of prospect data, your noncompliance/breach, your use of the Affiliate Tool, or our use of your marks, subject to notice and control of defense provisions.
18. Disclaimers Limitations of Liability
EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY’S AGGREGATE LIABILITY IS LIMITED TO THE TOTAL COMMISSION OWED IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. Certain limitations may not apply where prohibited by law.
19. General
- Amendment No Waiver: We may update this Agreement; the updated version becomes effective the next business day after notice. No waiver arises from delay or failure to enforce rights.
- Applicable Law Venue: Governed by the laws of the jurisdiction of Company’s principal place of business; exclusive venue in state and federal courts of that jurisdiction.
- Force Majeure: Neither party is responsible for delay/failure due to events beyond reasonable control.
- Relationship: No joint venture, partnership, employment, or agency is created. No authority to bind the other party.
- Disclosure: Partner must disclose the nature of the referral/partnership relationship; Partner indemnifies Company for lack of disclosure.
- Compliance: You will comply with applicable laws (including export and OFAC sanctions), and ensure third parties acting on your behalf do as well.
- Severability: Invalid provisions are replaced by valid ones that most closely match the intent; remainder remains in effect.
- Notices: Notices to Company at the address designated by Company; notices to you via your account information, email, or phone.
- Entire Agreement: This Agreement is the entire agreement concerning the subject matter and supersedes prior agreements; amendments require written signatures of both parties.
- Assignment: You may not assign without our prior written consent; we may assign to an affiliate or in connection with corporate transactions.
- No Third-Party Beneficiaries: None intended.
- Program Policies Page: Incorporated by reference and may change from time to time.
- No Licenses: Only rights expressly granted are provided.
- Authority: Each party represents it has full power and authority to enter into this Agreement.
- Survival: Sections relating to Commission/Payment, Proprietary Rights, Confidentiality, Effects of Termination/Expiration, Indemnification, Disclaimers/Limitation of Liability, Non-Solicitation (if any), and General survive termination/expiration.
20. Signatures
By participating in the Program or clicking to accept within the Affiliate Tool, you agree to be bound by these terms.