Affiliate Partner Terms
Last updated: 2024-02-20
These Terms constitute a contractual agreement (the “Agreement”) made between BotStacks, Inc. (“BotStacks” or “Company”) and an Affiliate (as defined below) who participates in the BotStacks Affiliate Program (“Affiliate Program"). By signing up for the Affiliate Program or participating in any Affiliate Program activities, you agree to be bound by this Agreement.
Description
The Affiliate Program is a program that allows Affiliates to promote BotStacks products and receive a revenue share on qualifying customer subscriptions.
An “Affiliate Partner” designates a person who refers customers to BotStacks without providing services in connection with BotStacks products.
Conditions to participate in the Affiliate Program
To be eligible for the Affiliate Program, Affiliate must be the older of (a) 18 years or (b) at least the age of majority in the jurisdiction where Affiliate resides and from where Affiliate carries out Affiliate activities.
To become an Affiliate, Affiliate must provide all information indicated as required. BotStacks may reject an application for participation in the Affiliate Program for any reason, in its sole discretion.
Software License
BotStacks will provide a limited license to use BotStacks - Software as a Service solution (“Software”) to Affiliates for the purpose of determining the usability, desirability, functionality, and compatibility of Software with Affiliate’s applications and operations environment.
Affiliate’s use of the Software is subject to the BotStacks Terms of Service, which are incorporated herein by reference. BotStacks will provide Affiliates with reasonable technical support services in accordance with Company’s standard practice.
Affiliate’s Obligations
All Affiliates agree to :
a. actively promote and market the Software;
b. make reasonable efforts to generate leads, referrals, and sales for the Software;
c. maintain a positive brand image and represent the Software accurately and in accordance with BotStacks brand guidelines.
d. keep up-to-date with any Software new features, updates and enhancements.
e. use reasonable efforts to ensure the success of the Software implementation in the customer’s business.
f. provide first-line support to end-customers and promptly respond to inquiries, resolve basic technical issues, and provide general guidance and assistance to end-customers regarding the use and functionality of the Software.
Revenue Share
Revenue share calculations will be based on the subscription value of pricing plans Affiliate adds that calendar quarter and currently active subscription plans generated by that Affiliate.
Revenue share for Affiliates will be calculated based on the rates set forth in Schedule A, as amended by BotStacks from time to time. Only the license fees (including subscription fees and usage fees but excluding any professional services fees) charged by BotStacks to the customer pursuant to qualifying plans are considered to determine Affiliate’s revenue share. A qualifying plan for revenue share is defined as a customer plan that was sourced and referred by the Affiliate to BotStacks via the correct channels in accordance with all requirements of the Affiliate Program.
Affiliates need to satisfy the following requirements prior to qualifying for revenue share:
a. Qualified and accepted to the Affiliate Program
b. Invited to and profile created on the Affiliate Portal
c. Affiliate cannot be currently using bulk hosting credits
d. Affiliate must not be in default of its obligations pursuant to the Affiliate Program
BotStacks’ obligation to pay a revenue share to Affiliate shall be absolutely conditioned upon the receipt by BotStacks of the corresponding revenue from a customer. BotStacks may collect unpaid revenue from customers at its absolute discretion.
Affiliates are eligible to receive a revenue share for a limited duration at the beginning of BotStacks’ relationship with a new customer, as set forth in Schedule A.
Payment Terms
Revenue share payments are made monthly for self-serve plans that are invoiced monthly to the customer and quarterly for enterprise plans based on the total amount paid or recognized for qualifying plans in that quarter by the Affiliate (for the purpose of the Affiliate Program, annual payments based on enterprise plans are recognized quarterly).
Monthly payments are processed within 30 days of the end of each month. Quarterly payments will be processed between the 1st and 15th of January, April, July, October. All payments will be paid out via the Affiliate Portal.
Taxes
Affiliates are responsible for all Taxes applicable on their income that arise from or as a result of any activities under this Agreement.
Trademarks
During the term of this Agreement, BotStacks grants to Affiliate a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the BotStacks Trademarks solely as necessary to perform Affiliate’s obligations under this Agreement.
Affiliate’s use of the BotStacks Trademarks shall be subject to BotStacks’ trademark guidelines communicated to Affiliate from time to time.
Affiliates will not:
a. Use the BotStacks Trademarks or variations or misspellings thereof in Affiliate’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains, and page URLs), products, or services, unless granted express written permission by BotStacks in advance of each use.
b. Purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, or domain names that use the BotStacks Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the BotStacks Trademarks.
Feedback
If Affiliate provides any feedback to BotStacks concerning the Affiliate Program, the Software or other products and services provided by BotStacks, Affiliate agrees to assign to BotStacks all right, title, and interest in and to the Feedback, and BotStacks is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction.
Beta Services
From time to time, BotStacks may invite Affiliates to use, on a trial basis, potential new services or features that are in development and not yet available to all Affiliates or customers (“Beta Services”). Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of BotStacks and subject to the confidentiality provisions of this Agreement. BotStacks makes no representations or warranties that the Beta Services will function. BotStacks may discontinue the Beta Services at any time in its sole discretion.
Independent Contractors
Affiliate and Company are independent contractors in all matters relating to this Agreement.
Confidentiality
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of Software. Proprietary Information of Affiliate includes non-public data provided by Affiliate to Company to enable Pilot (“Affiliate Data”). Receiving Party agrees to take reasonable precautions to protect such Proprietary Information, and not to use (except for Pilot or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
Limitation of Liability
Notwithstanding anything to contrary, except for bodily injury of a person, BotStacks and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors, and employees will not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:
a. For error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business
b. For any indirect, exemplary, incidental, special, or consequential damages
c. For any matter beyond Company’s reasonable control
d. For any amounts that, together with amounts associated with all other claims, exceed the fees payable by BotStacks to Affiliate under the Agreement
e. In each case, whether BotStacks has been advised of the possibility of such damages.
Termination
Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party. BotStacks reserves the right to cancel or modify the Affiliate Program Agreement in its entirety, including revenue share terms, without prejudice to the payment of revenue share already earned by Affiliate, at any time.
Survival
The following provisions survive termination or expiration of this Agreement: Confidentiality. Proprietary rights, Limitations of liabilities, Governing law and Dispute Resolution, and Final provisions.
Amendments, Notification Procedures, and Changes to the Agreement
BotStacks reserves the right, in its sole discretion, to modify, update, or change this Agreement from time to time. If the Affiliate Program Terms are modified in a material manner, BotStacks will notify all Affiliates via the Affiliate Portal. Any change will not impact revenue share payment associated with client referral completed prior to the coming into force of the change for a minimum period of 12 months.
Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.
Any dispute, controversy, or claim arising out of or relating to this agreement, including its formation, interpretation, breach, termination, or validity, shall be exclusively resolved by arbitration in accordance with the following provisions:
a. The arbitration shall be conducted in Montreal, Canada, including by electronic means of communication if possible.
b. The arbitration shall be conducted in the English language.
c. The arbitration shall be administered by the Canadian Commercial Arbitration Centre (“CCAC”) in accordance with its rules and procedures in effect at the time of the arbitration.
d. The parties agree to appoint a single arbitrator. If the parties cannot agree on the arbitrator within 10 days after the initiation of the arbitration, the arbitrator shall be appointed by the CCAC.
e. The award rendered by the arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction thereof.
f. The arbitration proceedings, including all documents exchanged, evidence produced, and the contents of the award, shall remain strictly confidential, except as required by law or to enforce the award.
g. Each party shall bear its own costs and expenses incurred in connection with the arbitration, including attorneys' fees.
The parties agree that the aforementioned procedure shall constitute the exclusive forum to resolve any dispute based on this agreement, provided that either party may seek interim or preliminary equitable relief from a court of competent jurisdiction, including injunctive relief or specific performance, to protect its rights or interests pending the outcome of the arbitration.
Final Provisions
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements between the parties regarding the same subject matter. Failure to enforce any provisions of this Agreement will not constitute a waiver. If any provision is unenforceable, the other provisions will remain effective. Parties may execute this
Agreement by electronic signatures or by facsimile in counterparts, which taken together will constitute one instrument. Neither party may assign or transfer this Agreement without the prior written consent of the other party.
Schedule A - Revenue Share
Affiliate Partners
Affiliate Partners are only eligible for Revenue Sharing during 1 year following the acquisition of the new customer depending on the type of customer subscription.
Self-Service Plan: 20% of license fee
Enterprise Plan: 10% of license fee