Last updated: June 9, 2023
These Affiliate Program Terms and Conditions (the “Agreement”) are a binding agreement between Icon Digital, LLC dba WhatConverts (“WhatConverts”, the “Company”) and you, or the entity you are authorized to act on behalf of (“Affiliate”).
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS ARBITRATION PROVISIONS AND LIABILITY LIMITS, AMONG OTHER CLAUSES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE.
Company is a tracking and reporting software trusted by top PPC and SEO professionals to grow value for their clients. Affiliate is in a position to refer prospective customers to the Company. This Agreement provides the terms and conditions under which Affiliate will do so as part of Company’s affiliate channel program (“Affiliate Program”). The Program is managed in part by PartnerStack, a channel program facilitation and payment automation platform, and Affiliates are required to have a user account on PartnerStack’s web platform (“PartnerStack Platform”).
All participation in the Affiliate Program is subject to the Company’s approval, which may be withheld at any time in the Company's sole discretion. All prospective Affiliates must submit an application to WhatConverts through the PartnerStack Platform in order to become an “approved” Affiliate eligible to participate in the Affiliate Program. WhatConverts will notify each prospective Affiliate through the PartnerStack Platform whether or not it has been approved.
By accepting this Agreement and participating in the Affiliate Program, Affiliate may refer new prospective customers ( “New Customers”) to Company on a non-exclusive basis. Company will pay Affiliate a Referral Fee for each Successful Referral. A “Successful Referral” occurs where: (a) a New Customer signs up for the WhatConverts services directly using Affiliate’s dedicated “Affiliate Link” provided by Company and available on the PartnerStack Platform, and (b) the New Customer converts to a paid WhatConverts account directly following the New Customer’s access to the Company services following the use of the dedicated Affiliate Link. Further, a referral will only be a “Successful Referral” if the New Customer is not a customer that (i) the Company has already contracted with or contacted about its services or (ii) has already been referred to Company by a third party.
Affiliate shall market, advertise, promote, and solicit the sale of Company services and conduct business in a manner that reflects favorably at all times on the services and the good name, goodwill, and reputation of Company. Affiliate shall promptly notify Company of any complaint or adverse claim about any service or its use of which Affiliate becomes aware.
For each Successful Referral in the Affiliate Program, Company shall pay Affiliate a commission based on the new customer monthly plan price of the account and calculated in accordance with the reward structure posted on the PartnerStack Platform and the Commission Calculation Policy (such commission, the “Referral Fee”). Commission is calculated based on the monthly customer plan price, commission is not calculated based on account usage beyond the monthly plan price. For more information on WhatConverts plan pricing, please refer to: WhatConverts Pricing Page. Company reserves the right to change the affiliate reward structure at our discretion or disqualify affiliate fees earned through fraudulent, illegal, or questionable sales or marketing methods. You may not use the Affiliate Program to earn referral fees on your own account or accounts if you own multiple.
In order to be eligible for a referral fee, the Affiliate must be considered an “Active Partner”, meaning that, starting on the twelve month anniversary of commencing participation in the Affiliate Program, the Affiliate has had a new customer sign up with their Affiliate Link within the last 12 months.
The Company is permitted to buy out an Affiliate from participation in the Affiliate Program, and to thereafter have no obligation to pay any Referral Fees, under the following conditions:
Payments in the Affiliate Program are handled by the PartnerStack Platform. In order to receive payments under this Agreement, Affiliate must create and maintain an account on the PartnerStack Platform via its online or app-based dashboard, which is provided pursuant to terms directly between PartnerStack and Affiliate.
Affiliate is an independent contractor pursuant to this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, franchise, or fiduciary relationship between the parties. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any obligation, contract, agreement, or undertaking with any Customer or other third party.
This Agreement shall commence upon the date that Affiliate is accepted by Company into the Affiliate Program and will continue until earlier terminated pursuant to this Agreement or by one of the parties. Either you or we may terminate this agreement at any time. To terminate please contact us at email@example.com.
During the course of this Agreement, it may be necessary for either party to share proprietary and/or confidential information with the other party, including, but not limited to trade secrets and non-public industry knowledge (the “Confidential Information”). Either party will not share any Confidential Information with any third party at any time. Affiliate will also not use any Confidential Information for his/her or a third party’s personal benefit at any time. Either party shall use reasonable efforts to protect the confidentiality of Confidential Information. This section remains in full force and effect even after termination of the Agreement.
Nothing in this Agreement shall be construed as granting Affiliate, by implication, estoppel or otherwise, any license or other right under any intellectual property rights of the Company. EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, YOU SHALL NOT AND ARE NOT PERMITTED TO (i) USE THE WHATCONVERTS TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “COMPANY IP”) WITHOUT WHATCONVERTS’ EXPRESS PRIOR WRITTEN PERMISSION.
Affiliate represents and warrants that:
Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring its compliance with all laws. Company retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.
AFFILIATE SHALL NOT (A) USE COMPANY IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY META TAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), SEARCH TERMS, KEYWORDS, CODE, OR ADVERTISING; OR (B) ACT IN ANY WAY THAT CAUSES OR COULD CAUSE, CREATES OR COULD CREATE AN “INITIAL INTEREST CONFUSION” OVER THE USE OF COMPANY IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF COMPANY IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF WHATCONVERTS’ INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO THE CLAIMS FOR DAMAGES (INCLUDING POTENTIAL DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY WHATCONVERTS’ LEGAL COSTS AND FEES IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WHATCONVERTS SEEKS TO IMPLEMENT ITS RIGHTS UNDER THIS AGREEMENT OR IN REGARD TO ANY OF COMPANY IP RIGHTS.
Affiliate shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to any claim of a third party or Company arising out of or occurring in connection with Affiliate’s negligence, willful misconduct, or breach of this Agreement. Affiliate shall not enter into any settlement without Company’s or Indemnified Party's prior written consent
Company requires that Affiliate use only the marketing materials available from the PartnerStack Platform. No re-sampling or other attempted duplication is allowed and no alterations, modifications, cropping or additions to the marketing materials or trademarks are permitted.
Upon acceptance into the Affiliate Program, Affiliate will have access to the logos and graphics for graphical/textual Links and Company grants Affiliate a limited, revocable, non-transferable, non-exclusive license during the term of this Agreement to post on each of Affiliate’s sites that have been approved by Company in advance, graphical/textual Links (only as approved by Company) to the Company website and to direct visitors to the Company website in accordance with the terms and conditions of this Agreement.
Affiliate’s use of the WhatConverts graphical and textual Links provided in connection with the program must comply with the following:
Affiliate agrees and acknowledges that they shall not engage in or utilize any form of paid advertisements, including but not limited to pay-per-click (PPC) campaigns, social media ads, or any similar promotional activities for the purpose of generating leads for WhatConverts.
When advertising or promoting the Affiliate Program on Facebook, Twitter, Instagram, YouTube and other social media platforms, Affiliate indicates and warrants that it will comply with the following requirements:
Company will reject your application or cancel your participation in the Affiliate Program if we determine in our sole discretion that your website is unsuitable for including if your website displays, stores, processes or transmits:
You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles the WhatConverts website nor design your WhatConverts in a manner which leads customers to believe you are WhatConverts or any other WhatConverts affiliated business.
UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO AFFILIATE OR ANY THIRD PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.COMPANY WILL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF THE PAYMENT PROVIDER OR THE PAYMENT PROVIDER PLATFORM. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR DAMAGES IN EXCESS OF $10.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY, OR GUARANTY, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PROGRAM PROVIDED OR OFFERED HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS PROVIDED STRICTLY ON AN “AS IS” BASIS AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPENSATION OR ANY OTHER BENEFITS THAT AFFILIATE WILL RECEIVE. ALL OF COMPANY’S OBLIGATIONS ARE AS, AND ONLY AS, EXPRESSLY STATED IN THIS AGREEMENT.