Affiliate Agreement Terms & Conditions
As an Affiliate, we expect you to follow FTC guidelines, have integrity when dealing with clients, and comply with all laws.
Affiliate must be 18 years or older to participate in Promotion. Company reserves the unconditional right to accept or deny any Affiliate who submits their application to the Company’s website. (the “Enrollment Site”) or who drives traffic to the Company’s marketing websites under the Company brands and websites (the “Sites”).
Affiliate must be in good standing with the Federal Trade Commission (the “FTC”) and the Company, and in compliance with all FTC guidelines and the terms and conditions of this Agreement.
Affiliate agrees and understands that if its marketing, websites, emails, or any other communications associated with or for this Affiliate promotion are considered inappropriate that Affiliate will be deemed, at the sole discretion of the Company, ineligible to participate in the Affiliate promotions and disqualified from receiving any recognition, commissions, rewards, or any other compensation or further communication from the Company.
Affiliate will be immediately removed from the Company’s Affiliate Program and will be in violation of this Agreement if, at the sole discretion of the Company, its marketing for this program or for its own sites:
a) contains, promotes, or links to sexually explicit or violent material;
b) promotes, depicts, or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
c) contains unlawful material, including but not limited to materials that may violate another’s intellectual property rights or links to a site that contains such material;
d) contains information regarding, promotes, or links to a site that provides information or promotes illegal activity;
e) uses Company’s videos, images, banners, likeness, or brand name in or on their websites, thus creating a market and consumer confusion (which is illegal and generally referred to as copyright or trademark infringement). To be clear, you may not use our banners, images or videos as if they are your own on your own sites or any other sites, as it may cause a customer to opt-in thinking they are opting in to our communications rather than yours. The best practice to generate sales is to establish your own brand, identity, and sites, then to authentically recommend our products, not pretend to be us.
f) offers a cash incentive or discount on product(s) as a means of promotion;
g) runs any paid ads with the terms Company, any of the URLs we own (Sisu.co), and/or the Company name;
h) otherwise engages in practices that are deemed by Company to be unsuitable. Company reserves the right to disqualify Affiliates from our Affiliate program, cancel pending commissions based on inappropriate behavior or marketing by the Affiliate, and to amend this Promotion or Agreement at any time without notification to Affiliate.
To summarize, you can only use honest, ethical means for promoting our product(s). If you would like to promote our products and programs or Company’s name in a unique way, please contact us first at [email protected] Company reserves the right to revoke your Affiliate standing at any time.
SPAM AND UNSOLICITED EMAIL
Affiliate agrees to abide by all Federal Trade Commission Guidelines and the U.S. Federal Can-SPAM Act.
We’ve taken every effort to ensure we accurately represent our Company and Products and its potential to help you earn commissions, as described below. However, there is no guarantee that you will get any results or earn any money whatsoever during this Promotion, and we do not purport this to be a “get rich scheme.” Nothing on our Sites or in this Promotion is a promise or guarantee of earnings. Your level of success in attaining results is dependent upon a number of factors, including your skill, knowledge, ability, dedication, business savvy, network, list, and financial situation. Because these factors differ according to individuals, we cannot guarantee your success, income level, or ability to earn revenue. You alone are responsible for your actions and results in life and business. Any forward-looking statements outlined on our sites or in our Promotions are simply our expectations or forecasts for future potential, and thus are not guarantees or promises for actual performance. These statements are simply our opinion. As stipulated by FTC law, we make no guarantees that you will achieve any results from our ideas or Promotion and we offer no professional legal or financial advice.
TYPES OF AFFILIATE MEMBERSHIP
Your application will be closely evaluated and Company at its sole discretion will determine your placement into either our Customer Referral, Gold Affiliate Program, Platinum Affiliate Programs.
When a referred Company customer clicks through your Affiliate link, uses your unique Affiliate code or purchases via your unique tracking email, a cookie is set in their browser that contains your Affiliate username. Also, their IP address is tracked in the database along with your Affiliate name. When this person decides to purchase a Company software subscription, the script will look for this cookie and/or try to match their IP address to identify the Affiliate who will be awarded the commission. Visitors sent through your Affiliate link may make a purchase later in time (up to 60 days) and the commission will still be awarded if the cookie is present in their browser and/or they are using the same IP address as the one logged in the database. It is possible that a referred Company customer could purchase a Company software subscription after clearing their device of cookies, or from private viewing mode, and Company will make every possible effort to provide credit/compensation to Affiliate if notified and/or disputed and it is determined they referred the Company customer.
Whenever a payment is successfully made in Companies billing & subscription system, the information is updated in our affiliate system. If subscriptions are created in trial or future state, a $0 invoice(order) is initially created with a $0 commission. Every time a successful payment is made (typically 7 days or less after trial subscription signup), the Affiliate would get their commission.
COMMISSIONS AND RESTRICTIONS
Commissions are not paid on, and will not include, a single sale to the Affiliate themselves, meaning Affiliate cannot purchase the Product for their own use through their link and receive a commission on that sale. Affiliate commissions are counted and final numbers are deemed final at the sole discretion and decision of the Company. All Commissions are based on purchase price.
Commission payments will be sent to Affiliate by the Company via direct deposit or via PayPal approximately 30 days after the end of the month. In other words, January’s Affiliate earnings will be paid out in mid-February. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to the Affiliate and any subsequent payment. Affiliates will not be paid a commission on sales or orders that are in delinquent status. If payments for delinquent customers are received within 90 days of the start date of the program, the Affiliate will be paid their commission. However, if delinquent payments are not received within 90 days after the start of the Program, then Affiliate will not be paid a commission on that sale. Affiliate commissions will not be paid based on any sales or amounts that are attributed to spam, credit card fraud, or returned Product. Company reserves the right to change the dates of the commission payout.
Affiliates must provide requested bank account information and complete the W-9 and any tax information sent by the Company before receiving any commission payments. The Company is NOT responsible for Affiliate using or maintaining their Affiliate links, and only sales tracked through the Company’s system will count towards the Affiliate’s commissions. All sales and commission numbers are tallied by the Company, and credit due to the Affiliate and all the final sales and commission numbers are at the sole discretion of the Company.
Company makes every reasonable effort to accurately track and pay commissions for all sales that come from Affiliates, but it not responsible nor under any circumstances will be held liable for any technical difficulties, outside events, actions by other Affiliates, or other uncontrollable events that may disrupt or interfere with Company’s ability to track sales or pay commissions. Under no circumstances will Company be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits that result from Affiliate’s participation in this affiliate program.
Commission, detailed below, will be provided in U.S. dollars for every sale of Company product(s) that is directly referred by the Affiliate to the Company’s Site through the Affiliate’s unique link, affiliate code or cookie and will be dependent on the affiliate program that you are selecting for;
a) Customer Referral Program Affiliates will receive $50 per subscribed Company customer.
b) Gold Affiliate Program Affiliates will receive 15% of the software subscription revenue in perpetuity received by the Company from Company customers. For the purposes of this Agreement, software subscription revenue shall mean total software as a service revenue of Sisu Team or Sisu Agent platform purchase, less the cost of sales returns, allowances, and discounts.
c) Platinum Affiliate Program Affiliates will receive 20% of the software subscription revenue in perpetuity received by the Company from Company customers. For the purposes of this Agreement, software subscription revenue shall mean total software as a service revenue of Sisu Team or Sisu Agent platform purchase, less the cost of sales returns, allowances, and discounts.
Affiliate may not use ANY copyright, trademark, service mark, or general branding of the Company without full disclosure and permission of the Company.
Affiliate may not:
a) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Company by any person or entity;
b) take any action that could reasonably cause any customer confusion as to Affiliate’s relationship with Company, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
c) frame the Affiliate’s website to look like the Company’s website or to utilize the Company’s branding in any way that would confuse customers or the general public as to who is hosting or promoting such a website;
d) seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of the Company or the trade or service marks or names of Company’s primary competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service, or other search or referral service unless otherwise agreed to by the Company.
e) seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of the Company intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service, or other search or referral service unless otherwise agreed to by the Company. Company may cancel the Affiliate’s participation in this Promotion, withhold or cancel commissions, or take any other action at its sole discretion should Affiliate conduct any of the behavior above or fail to operate with integrity or within the guidelines of the FTC.
RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency relationship, or employment relationship between the Parties. Affiliate is participating in the Promotion as a fully independent entity and is responsible for any and all federal, state, local, and/or foreign income taxes and self-employment taxes, and any and all other federal, state, and local licenses, fees or taxes, or sales tax, including withholding taxes, social security taxes, and public liability and workman’s compensation insurance. Under no circumstances will Company be held liable for any actions or results of the Affiliate.
In connection with the sale of all or substantially all of the assets or membership interests of the Company or a similar liquidating transaction or event, the Company may provide notice of early termination of this Agreement at least ten (10) days before such early termination date (the “Early Termination Date”) and pay to any commissionable Affiliate with Commission Payments due in perpetuity or in future renewal year period (defined in this Agreement under COMMISSIONS AND RESTRICTIONS) or for a time period (the “Early Termination Payment”) an amount
a) equal to the Commission Payment due at the time of notice or
b) up to eighty (80) percent of the next two (2) years of subscription revenue multiplied by the Commission Payment percentage defined in the COMMISSIONS AND RESTRICTIONS portion of this Agreement.
It is at the sole discretion of the Company on the amount of Early Termination Payment, however will not be less than the Commission Payment due at the time of notice. Upon payment of the Early Termination Payment, this Agreement will terminate, and the Affiliate shall not be entitled to receive further Commission Payments. The Early Termination Payment will be subject to COMMISSIONS AND RESTRICTIONS portion of this Agreement.
Affiliate hereby agrees not to share, use, copy, adapt, alter, distribute, duplicate, or part with possession of any of the Company’s confidential information which is not directly provided or approved by the Company, or any confidential information that is disclosed or otherwise comes into its possession under or in relation to this Agreement. Confidential information includes, but is not limited to, the following types of private information and other proprietary information of a similar nature regarding the Company’s business: sales figures, software passwords, Company list size, list contents, ideas, stories, activities, products, content, format, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, customer lists, personal information of executives, business strategies, relationships with other vendors, concepts and systems, including, but not limited to, web-based delivery systems, technical data, and other similar information that is proprietary to and confidential information of the Company.
Affiliate shall not disclose his/her terms of this Agreement to any third party other than to the Affiliate’s employees and agents who (a) have a need to have access to such information; and (b) agree in writing to comply with the confidentiality provisions of this Agreement.
This Agreement imposes no obligation of confidentiality on Affiliate with regard to any portion of Company’s confidential information (a) that is part of the public domain at the time of disclosure, or (b) that becomes part of the public domain after the Promotion without any unauthorized act by or omission of Affiliate; or (c) if Affiliate can demonstrate by written records that he/she had independently developed knowledge of such confidential information prior to the date of disclosure; or (d) if permission to use or disclose said confidential information is first obtained by Affiliate in writing from Company; or (e) if Affiliate is required by law, regulation, rule, act, or order of any court or other government authority or agency to disclose such confidential information. In general, Affiliate may not disclose any financial, personal, or business information about the Company or its executives without permission from the Company. Such disclosure is grounds for legal action, equitable relief, and termination of this Agreement.
INDEMNIFICATION AND LIABILITY
Affiliate agrees to indemnify and hold harmless the Company and the Company’s Founder, Company, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorney fees) which Affiliate may be subject to or incur in connection with the Promotion to be rendered, except those claims that are judicially determined to have resulted from Company’s gross negligence or willful misconduct.
The relationship between the Parties may be terminated by either party on 30 days written notice prior to the date of termination. Upon termination, it is understood that the Confidentiality and Indemnification clauses above will remain in effect for perpetuity.
ENTIRE UNDERSTANDING AND DISPUTE
This Agreement constitutes the entire understanding of the Parties and may be modified only by the Company. This Agreement shall be construed and interpreted according to the laws of the State of Utah in the United States of America and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives; and references to the Company and to the Affiliate shall include their heirs, successors, assignees, and personal representatives. In the event of a dispute between the Parties regarding this Agreement, any such disputes, controversies and claims arising out of or relating to this Agreement, it shall be settled and determined by arbitration. The rules governing this arbitration shall be according to the American Arbitration Association (AAA) and any arbitration needed will be conducted in Salt Lake City, Utah. The parties further agree that the arbitration shall be conducted before a three-panel arbitration board wherein each party to this Agreement selects one arbitrator and those selected arbitrators select a third arbitrator. The decision of the arbitration shall be final and each party agrees to be bound by the arbitration board.
If any provision or covenant, or part thereof, of this Agreement, should be held by any court or another legitimate tribunal with appropriate jurisdiction to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.