SupportYourApp Affiliate Program (powered by PartnerStack) Terms and Conditions

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Lead Validity Period

Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies), calculated from the date the prospect clicked on the Partner Link made available by you (the “Lead Validity Period”). The Company will pay you Commission, calculated in accordance with this section, when an Affiliate Lead reaches the qualifying MQL or SQL status (as applicable) within the applicable Lead Validity Period, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. You will receive a Commission payment for that Affiliate Lead reaching MQL or SQL status only, regardless of whether that same prospect later converts into a paying customer, purchases additional Company Products, or generates any subsequent transaction.

Lead Status Definitions

For purposes of this Agreement: (i) “Marketing Qualified Lead” or “MQL” means an Affiliate Lead that has reached the “Marketing Qualified Lead” stage or its equivalent, as reflected in the Company's customer relationship management system (currently HubSpot) and synced to the Affiliate Tool; and (ii) “Sales Qualified Lead” or “SQL” means an Affiliate Lead that has reached the “Sales Qualified Lead” stage or its equivalent in such systems. The Company determines, in its sole discretion, whether and when an Affiliate Lead reaches MQL or SQL status, and such determination is final and binding on Partner for all purposes of this Agreement, including for calculating Commission.

Source of Record

The tracking, attribution, and qualification data recorded in the Affiliate Tool and/or the Company's internal systems (including its CRM) is the sole source of truth for determining the eligibility of an Affiliate Lead and any Commission payable to Partner. In the event of any discrepancy between Partner's records and the Company's records, the Company's records shall prevail.

Lead Attribution

Affiliate Leads are attributed to Partner on a last-click basis: an Affiliate Lead is attributed to the Partner whose Partner Link was last clicked by the relevant prospect prior to that prospect's submission of its contact information, as recorded in the Affiliate Tool. No attribution to Partner arises, and no Commission is payable, with respect to any prospect that is, at the time of click or submission, an existing or prior contact, lead, or customer in the Company's CRM.

Commission Amounts

Commission is calculated on a per-MQL and/or per-SQL basis (“Pay-per-MQL” and “Pay-per-SQL”, respectively). The applicable payment model(s) and the then-current Commission rate(s) for each are set out in the Program Policies, as may be updated by the Company from time to time in accordance with the 'Right to Modify Commercial Terms' section below.

Eligibility; Requirements

In order to be eligible for appointment as a Partner under this Agreement, you must not be a competitor of the Company or any of its affiliates. As a Partner under this Agreement, you hereby represent, warrant, and covenant that you will meet the following requirements: (a) use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreement; (b) conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company’s Services, the goodwill and reputation of the Company, and on the Company generally; (c) avoid deceptive, misleading, and unethical practices; (d) not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or its Services; (e) comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your obligations hereunder.

Sanctions Compliance

Partner represents and warrants that neither Partner nor any of its affiliates, directors, officers, or agents is: (i) organized, located, or resident in, or a national or government of, a country or territory that is the subject of comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”), the European Union, the United Nations, or His Majesty's Treasury of the United Kingdom (each, a “Sanctioned Territory”); or (ii) identified on any list of sanctioned or restricted persons maintained by any of the foregoing authorities (each, a “Sanctioned Person”). Partner shall not introduce, refer, or otherwise submit any Affiliate Lead that Partner knows or has reason to believe is a Sanctioned Person or is located, organized, or resident in a Sanctioned Territory. Partner shall notify the Company promptly, and in any event within five (5) business days, if Partner or any Affiliate Lead introduced by Partner becomes a Sanctioned Person or becomes subject to sanctions. Any breach of this section is a material breach of this Agreement entitling the Company to terminate this Agreement immediately and remove Partner from the Affiliate Program without notice.

Anti-Bribery Compliance

Partner represents and warrants that it complies, and will continue to comply, with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act. Partner has not offered, promised, paid, or authorized, and will not offer, promise, pay, or authorize, anything of value to any official or other person to improperly influence any act or decision or to secure any improper advantage in connection with this Agreement. Any breach of this section is a material breach of this Agreement entitling the Company to terminate this Agreement immediately.

Self-Referral Prohibited

Partner shall not submit as an Affiliate Lead: (i) Partner itself or any entity that Partner owns, controls, or is affiliated with; or (ii) any employee, owner, director, or officer of Partner or of any such affiliated entity, in each case without the Company's prior written approval. Any Commission paid in violation of this section is subject to clawback under the 'Fraud; Suspension; Clawback' section below.

Fraud; Suspension; Clawback

Without limiting any other right or remedy available to it, the Company may: (i) suspend payment of any Commission where the Company reasonably believes that Partner is in material breach of this Agreement or is generating fraudulent, duplicated, or low-quality Affiliate Leads; (ii) permanently forfeit any suspended Commission if such breach is confirmed following the Company's review; and (iii) reverse, offset, or reclaim any Commission already paid to Partner where the underlying Affiliate Lead is later determined to be fraudulent, duplicated, ineligible, or generated in violation of this Agreement or the Program Policies. The Company will have no liability to Partner for any Commission suspended, forfeited, reversed, or reclaimed under this section.

Cooperation; Audit Rights

Partner shall reasonably cooperate with, and promptly provide any data, documentation, or other information reasonably requested by, the Company and/or its partner management platform provider in connection with any dispute, investigation, or audit relating to Partner's Affiliate Leads, traffic sources, or compliance with this Agreement, including the Program Policies. Partner shall provide such cooperation within the period reasonably specified by the Company in its request. Failure to provide the cooperation required under this section is a material breach of this Agreement and may result in the suspension of Commission payments pursuant to the 'Fraud; Suspension; Clawback' section above.

Acceptance and Validity

Partner is only eligible for Commission with respect to Affiliate Leads that are generated through Partner's Partner Link, are accepted by the Company, and reach the qualifying MQL or SQL status (as applicable) described in the 'Lead Generation and Commission Model' section above. The Company may, in its sole discretion and without any obligation to state its reasons, reject or decline to accept any Affiliate Lead that: (i) falls outside the target countries or markets identified in the Program Policies (the “Target Countries List”); (ii) relates to a request, product, or service that is outside the scope of the Company Services; (iii) is a duplicate of an Affiliate Lead already in the Company's systems; (iv) originates from a person or entity that has previously contacted, been contacted by, or worked with the Company, or that is or was involved in the Company's active sales process, whether or not attributed to a different Affiliate Lead; or (v) the Company otherwise reasonably determines is invalid or ineligible. A rejected Affiliate Lead does not qualify for Commission, and Partner may not resubmit a rejected Affiliate Lead under a different name, description, or contact detail without the Company's prior written approval. An Affiliate Lead is not considered valid if its first click on the Partner Link occurs after this Agreement has expired or been terminated.

Engagement with Prospects

Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between the Company and an Affiliate Lead will be at the Company’s discretion.

License

Subject to Partner’s compliance with all terms of this Agreement, The Company hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the Term to market, promote, display a link specifically assigned to Partner by the Company (whether in the form of text, or a logo or other graphic) (the “Partner Link”), which will link to your Partner URL (as defined below), to be utilized in a manner consistent with Company’s trademark policies promulgated from time to time. The Company grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.

Commission and Payment

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account, (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

Right to Modify Commercial Terms

The Company may, in its sole discretion, modify the commercial terms of the Affiliate Program, including the price per Affiliate Lead, the applicable payment model (e.g., Pay-per-MQL, Pay-per-SQL), and any bonus or incentive structures, by posting the updated terms on the Program page and/or notifying Partner by email. Any such modification will apply only to Affiliate Leads generated or accepted on or after the effective date of the modification and will not apply retroactively to Affiliate Leads generated or accepted, or Commission earned, prior to that date.

Requirements for Payment; Forfeiture

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in the 'Commission and Payment' section above remain outstanding for six (6) months immediately following the date an Affiliate Lead reaches MQL or SQL status (as applicable), then Partner's right to receive Commission arising from that Affiliate Lead, and any other Affiliate Lead associated with the same prospect, will be forever forfeited (each, a “Forfeited Lead”). The Company will have no obligation to pay Partner Commission associated with a Forfeited Lead. Once Partner complies with all of the requirements set forth in the 'Commission and Payment' section above, Partner will be eligible to receive Commission on Affiliate Leads reaching MQL or SQL status thereafter, as long as such Affiliate Leads do not involve the same prospect associated with a Forfeited Lead.

Third party payment processors

Company may utilize third party payment processors or service providers (collectively, “Payment Processors”) in order to facilitate payments under the Company Affiliate Program. Partner is solely responsible for providing and maintaining with the Company and the Payment Processor(s), its current contact information and address for receipt of payments under this Agreement. The Company will have no liability for, and will not resend, payments returned due to incorrect payment addresses. Payments due hereunder will be made within forty-five (45) days after the end of the calendar month in which the corresponding amounts are collected by the Company.

Taxes

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

Quality Control

Any uses by Partner of the Services, Company Marks, or Company marketing materials shall conform to all standards set by the Company from time to time, and not be sold, used, distributed, or disclosed by Partner unless approved by Company. Partner acknowledges and agrees that this Section constitutes a material term of this Agreement.

Advertising Channels; Compliance Directives

Partner shall market and promote the Company only through the advertising channels and tactics permitted under the Program Policies. The Company may, in its sole discretion, prohibit the use of specific advertising channels or tactics, and may update the list of permitted and prohibited channels and tactics at any time by posting an update to the Program Policies. In addition, upon the Company's written request, Partner shall promptly cease or modify any activity identified in that request, even where such activity does not otherwise violate this Agreement or the Program Policies. Failure to comply with a request under this section is a material breach of this Agreement. Partner shall clearly and conspicuously disclose its affiliate relationship with the Company in all promotions (e.g., using “#ad”, “Sponsored”, or “Affiliate Link”) in accordance with applicable advertising standards (including U.S. FTC guidelines, where applicable) and other applicable law. Partner shall not make any false, misleading, or unsubstantiated claims about the Company, its Services, or its pricing, and shall not bid on the Company's branded keywords or trademarks (including variations or misspellings) in any pay-per-click advertising platform without the Company's prior written permission.

Proprietary Rights

No license to any software is granted by this Agreement. The Company’s Services are protected by Intellectual Property Laws. The Company Services belong to and are the property of us or our licensors (if any). Partner acknowledges and agrees that the Company maintains exclusive ownership of the Services, Company Marks, and Company marketing materials, including all derivative works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Services, Company Marks, and Company marketing materials shall inure to Company’s exclusive benefit. Partner will not attack, question, or contest the validity of Company’s ownership of Company Intellectual Property Rights, both during the Term and thereafter. Partner will not remove, alter, or conceal any Company copyright or other proprietary notice displayed on the Services, Company Marks, or Company marketing materials. Partner shall not use any language or display Company Intellectual Property Rights in such a way as to create the impression that Company Intellectual Property Rights belong to the Partner.

We encourage all customers, affiliates and partners to comment on the Company products or services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Company products, without payment to you except there has been a prior agreement to that effect.

Use Limitation; Non-Disclosure

Partner shall use Confidential Information solely to perform its obligations and exercise its rights under this Agreement, and not for its own benefit or the benefit of any third party. Partner shall not disclose Confidential Information to any third party without the Company's prior written consent, except to Partner's employees or agents who have a strict need to know such information for purposes directly related to the Affiliate Program and who are bound by written confidentiality obligations no less protective than those in this section.

Security Measures; Return or Destruction

Partner shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care. Upon termination of this Agreement or the Company's written request, Partner shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such return or destruction in writing.

Exceptions

The obligations in this section do not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to Partner before disclosure by the Company; (iii) is lawfully received from a third party without restriction and without breach of any duty to the Company; or (iv) is independently developed by Partner without use of or reference to the Company's Confidential Information.

Survival; Remedies

Partner's obligations under this section survive for five (5) years following termination or expiration of this Agreement, or indefinitely with respect to trade secrets and personal data protected under applicable law. Partner acknowledges that a breach of this section may cause the Company irreparable harm for which monetary damages would be an inadequate remedy, and that the Company is entitled to seek injunctive or other equitable relief in addition to any other remedies available to it.

Term

This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

Termination Without Cause

Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

Termination for Agreement Changes

If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Termination for Cause

We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination

Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the 'Termination for Agreement Changes' section, shall not affect our obligation to pay you a Commission for any Affiliate Lead that reaches MQL or SQL status (as applicable) within thirty (30) days after the date of such termination or expiration. We will not pay you Commission on Affiliate Leads that reach MQL or SQL status more than thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether the associated Affiliate Lead would have otherwise reached MQL or SQL status prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of the Company Marks and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

Partner Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Company with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Company Partner on any website(s) you own where you make a Partner Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Partner Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through your Partner Link that could be considered as competing with Company's own advertising (see also the 'Advertising Channels; Compliance Directives' section above regarding branded keywords); (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Partner Link to purchase Company products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.

Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

No Indirect Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be the state and federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of such courts. Before initiating any action relating to this Agreement, the parties shall first attempt in good faith to resolve the dispute through negotiation between authorized representatives, following written notice from the disputing party to the other party.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. Partner has no authority to make or accept any offers or representations on our behalf. Partner will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing.

Disclosure of Partner Relationship. It is the sole responsibility of the Partner to disclose the nature of its referral/partnership relationship with the Company to any leads or customers, and Partner shall indemnify and hold harmless the Company against any liability arising from Partner’s lack of disclosure to an actual or potential customer. See also the 'Advertising Channels; Compliance Directives' section above regarding specific affiliate-relationship disclosure requirements in promotions.

Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Company Products. You will comply with all applicable economic sanctions laws, as further described in the 'Sanctions Compliance' section above. You will not directly or indirectly export, re-export, or transfer the Company Products to prohibited countries or individuals or permit use of the Company Products by prohibited countries or individuals.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. All notices under this Agreement shall be in writing and sent by email: (i) to the Company at affiliate@supportyourapp.com; and (ii) to Partner at the email address on file in Partner's Affiliate Tool account. Either party may update its notice email address by notice given in accordance with this section. Notices are deemed delivered on the date sent, provided no bounce-back or delivery-failure notification is received. We may also give notices specific to you through the Affiliate Tool or by other electronic means, including in-app notifications.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorized representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either party.

Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Program Policies. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.

No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Company Products, Company Marks, or any other property or right of ours.

Power and Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival. The following sections shall survive the expiration or termination of this Agreement: 'Commission and Payment', 'Requirements for Payment; Forfeiture', 'Fraud; Suspension; Clawback', 'Proprietary Rights', 'Confidentiality', 'Non-Solicitation', 'Data Protection', 'Effects of Termination/Expiration', 'Indemnification', 'Disclaimers; Limitation of Liability', and 'General'.