This Affiliate Program Agreement (the “Agreement”) is a binding agreement between Cyclr Systems Limited (the “Company”) and you, the individual or organisation entering into this Agreement, (the “Affiliate”, “you”, “your”), (collectively “the Parties”).
ConnectorEngine™ is a product owned and developed by the Company; and this Agreement governs your participation in the ConnectorEngine Affiliate Program as further described herein (the “Program”).
BY USING THIS WEBSITE TO SUBMIT AN APPLICATION TO JOIN THE COMPANY’S PROGRAM, YOU ARE ENTERING INTO A CONTRACT (THE “AGREEMENT”) WITH THE COMPANY, UNDER THE COMPANY TERMS AND CONDITIONS (PROVIDED BELOW) AND THE AFFILIATE PROGRAM TERMS AND CONDITIONS AVAILABLE ON THE PARTNERSTACK PLATFORM (THE “PARTNERSTACK PLATFORM”) (TOGETHER THE “TERMS”), AND YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE TERMS, AND AGREE TO BE BOUND BY THEM.
The Company is in the business of offering an integration platform by way of a software subscription that empowers teams to rapidly create, manage and deliver data automations (the “Services”) and the Affiliate is in a position to refer prospective customers to the Company. This Agreement provides the terms and conditions under which the Affiliate will join and be a part of the Program. The Company shall in its sole discretion determine whether or not to accept an application by a potential Affiliate to join the Program.
COMPANY TERMS AND CONDITIONS
- Referral Process. By accepting this Agreement and participating in the Program, the Affiliate may, from time to time, refer new prospective customers (New Customers) to the Company on a non-exclusive basis. The Company will pay the Affiliate a Referral Fee for each Approved Referral. An Approved Referral occurs when a New Customer signs, and retains, a contract with the Company for Services. A referral will only be an “Approved Referral” if the New Customer is not a customer that (i) the Company has already contracted for Services, or with whom it has documented contact about its services; or (ii) has already been previously referred to the Company by a third party. For the avoidance of doubt, the Company shall decide in its sole discretion to agree, or decline, to sign a contract with a New Customer.
- Referral Fee. For each “Approved Referral”, the Company shall pay the Affiliate a Referral Fee as published on the Partnerstack Platform (as amended from time to time).
- Payments. Payments will be made monthly via the Partnerstack Platform in line with the Referral Fee arrangements published on the Partnerstack Platform (as amended from time to time).
- Affiliate Obligations. The Affiliate agrees to provide and maintain complete and accurate registration and contact details in the Partnerstack Platform throughout the Term. The Company’s website will not be copied in any way, or mirror the look and feel of the Company’s website. The Company will make available to the Affiliate, its marketing and promotional materials and any content (the “Company Material”) via the Partnerstack Platform. The Affiliate will only use the Company Material made available to it via the Partnerstack platform, or otherwise approved in writing by the Company prior to use. The Affiliate will not engage in any behaviour that is fraudulent, abusive, harmful or detrimental to the Company’s reputation or to its Program, and will not associate the Company Material with any content on its own advertising websites that is, or could be interpreted as, unlawful or harmful in any way. The Affiliate will not send unsolicited bulk-email (spam). The Company shall have the right to terminate this Agreement forthwith, if in its sole reasonable opinion, the above obligations have been, or are likely to be, breached.
- Confidentiality As part of the relationship contemplated between the Company and the Affiliate, it may become desirable or necessary for either Party to disclose information to the other Party, that at the time of disclosure (in whatever form and by whatever means) is, or may reasonably be considered to be, confidential, proprietary or commercially sensitive in nature, and which relates to the business and affairs of a Party, including all Intellectual Property Rights (“IPRs”), which include, but are not limited to, patents, copyright, know-how, moral rights, business and domain names, logos, trademarks and service marks, and non-public industry knowledge (together “Confidential Information”). Confidential Information is, and shall remain, the exclusive property of the disclosing Party, and shall only be used on a need-to-know basis for the term of, and in strict accordance with, this Agreement.
- Term and Termination. This Agreement will commence on acceptance of the Affiliate’s application and acceptance into the Program, and will continue unless or until terminated (a) by either Party for convenience, by giving the other Party a minimum of 30 days’ notice in writing; or (b) by the Company with immediate effect, should the Affiliate breach any terms of the Program, this Agreement or applicable laws.
- Following Termination. In the case of breach, the Company shall be entitled to withhold any pending commission, and reserves the right to seek any further redress available to it under this Agreement and applicable laws. In the case of termination for convenience, the Company will pay the Affiliate’s commission in line with the terms of commission as published on the Partnerstack Platform (as amended from time to time). In all cases of termination, the Affiliate must (a) refrain immediately from use of the Company Material made available to the Affiliate via the Partnerstack Platform; and (b) refrain immediately from using Confidential Information that is owned by the Company, and to which the Affiliate has been exposed due to participation in the Program.
- Representations and Warranties Each Party represents and warrants that it is authorised to enter into this Agreement, and will comply with all applicable laws and regulations in its performance of its rights and obligations under this Agreement. The Affiliate represents and warrants that it will participate in the Program, and will create, maintain and operate its website and marketing channels in accordance with these Terms.
- Relationship between the Parties. Nothing in this Agreement is intended (or shall operate) to create a partnership between the Parties or authorise either Party to act as agent for the other Party. The Affiliate will take all reasonable steps to ensure that its business and the Company remain two distinct and separate business entities. Except as expressly provided herein, the Affiliate shall not do any act, make any representation, incur any liability, assume any obligation of any kind on the Company’s behalf, or bind the Company in any way.
- Disclaimer. The Program is not designed as a personalised service. It is a non-exclusive, non-specific service made available to multiple recipients, and is provided to the Affiliate strictly on an “as is” basis. The Company does not warrant that the Program will meet any particular requirements, or that its operation will be without interruption, accurate, compete or entirely error-free. Save as expressly provided under this Agreement, all warranties, representations, implied warranties of merchantability, satisfactory quality or fitness to meet any particular requirement of the Affiliate are, to the fullest extent permitted by applicable laws, excluded from this Agreement.
- Limitation of Liability. To the extent permitted by applicable law, the Company shall not be liable to the Affiliate or any third party under contract, tort, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement. The Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to a sum equal to the commission paid or payable to the Affiliate during the 12 months immediately preceding the date on which the claim arose.
- Assignment. The Affiliate shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or delegate any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise. The Company may freely assign this Agreement.
- Entire Agreement. This Agreement, and any documents referred to in it, constitutes the whole agreement between the Company and the Affiliate, and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each Party acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
- Headings. The headings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
- Notices. Any notice required to be given under this Agreement shall be in writing and shall be delivered either by email or through the Partnerstack Platform.
- Severance. If any provision of this Agreement is found to be invalid, unenforceable or illegal, in whole or in part, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
- Variation. The Company may modify any of the terms and conditions of this Agreement at any time at its sole discretion.
- Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Rights and Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- 11.7 Survival. All clauses of this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiration of this Agreement shall continue to survive notwithstanding termination or expiration of this Agreement.
- Third Party Rights. This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).