Affiliate Program Terms and Conditions

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”).

1. Governing Terms

To participate in the Program, Affiliate must agree to (a) this Agreement, (b) PartnerStack’s Terms of Service https://partnerstack.com/policies], (c) the Program terms set forth on Company’s partner page on PartnerStack (d) the Commission Calculation Policy signed by Company and Affiliate, and (e) Company’s Terms of Use.

2. Approval

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.

3. Referral Arrangement

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.

4. Referral Fee

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.

5. Active Partners

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.

6. Buyouts

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:

Company will pay in the form of a cash lump sum equal or up to the 12 month commission compensation of the current agreement;
Company provides written notice to Affiliate informing: (i) the decision to terminate Affiliate’s participation in the Affiliate Program, (ii) effective date of termination, (iii) total amount of compensation;
Upon provision of notice of termination, Company will pay lump sum no later than 30 days of termination date.

7. Payments

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 rewards are deposited on the 13th of each month.
Affiliates rewards are paid monthly for the month prior (ex- January rewards will be paid on February 13).
1. Rewards are based on the USD prices and will be paid in USD.
All fees are exclusive of all taxes, charges, levies, assessments, and other fees of any kind imposed on your involvement in this agreement and shall be the responsibility of, and payable by the Affiliate.
Affiliate is responsible for providing Company with a Stripe email account. If commission is returned due to an invalid Stripe email address or any other issue associated with the account, Affiliate must provide updated information to resolve the issue within 2 weeks of commission return date. If the problem persists on the last payment attempt your commission may be forfeited.

8. Relationship of the Parties

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.

9. Term

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 support@whatconverts.com.

10. Confidentiality

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.

11. Ownership; Intellectual Property

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.

12. Representations and Warranties

Affiliate represents and warrants that:

It is duly organized, validly existing, and in good standing under the laws of the state or country of Affiliate’s origin;
It has all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;
It shall comply with all applicable laws, rules and regulations;
It will not infringe upon any third party rights in its performance of its commitments hereunder;
It will promptly notify Company, in writing, if it receives any complaints or notices from any governmental agencies (including any third party claims asserted in state or federal courts) referencing a violation of any federal, state and local laws and regulations and particularly, any complaint regarding advertising or the privacy or security of data.

13. Advertising Rules and Restrictions

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.

14. Indemnification

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

15. Trademark Guidelines

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.

Any marketing materials or visual display for Affiliate’s products or services that use any Company trademarks or logos must (in the sole opinion of Company) be consistent with the following brand attributes of the products and services offered by WhatConverts (e.g. easy-to-use, trusted, and very high quality) and must comply with any guidelines provided by Company.
Company has the right to review Affiliate’s use of the WhatConverts marks and marketing materials and may provide input about whether said materials or displays are compliant. If marketing materials or visual displays are, in the sole opinion of Company, inconsistent with the requirements, Company can require that such materials be changed prior to any public distribution as set forth in the Agreement. If Affiliate does not make the changes to its website that Company deems necessary, WhatConverts reserves the right to terminate your participation in the Affiliate Program.
In addition to the above, the appropriate ownership legend must be included in the “legal notices” section of any materials in which the WhatConverts logo or mark is displayed. This legend must read generally as follows: “WhatConverts is a registered mark, displayed with permission.” In advertising and promotional materials, the legend is typically placed at the bottom of the ad or layout. The legend may appear in small type, but must still be legible.

16. Limited License to Link to WhatConverts Website

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:

The link between the Affiliate’s website and WhatConverts website must be a direct link (e.g., no interstitials, pop-up windows or redirects);
The link between the Affiliate’s website and WhatConverts website may not be framed or co-branded by Affiliate;
The link between the Affiliate’s website and WhatConverts website may not contain any trojan horses, spyware, worms, time bombs, viruses or other harmful programming routines;
The link must incorporate a unique “tag” provided by WhatConverts in order to permit accurate tracking, reporting and credit for Referral Fee payments; and
The Affiliate must ensure that each of the links between its website and the WhatConverts website properly utilizes the WhatConverts tagged link format. Affiliates will only earn Referral Fees with respect to activity on the WhatConverts website occurring directly through a tagged links.
Company will not be liable to pay Affiliate for sales that are received from untagged links.

17. Paid Advertisements Restrictions

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.

The Partner further understands and agrees that the prohibition extends to all platforms, including social media platforms, search engines, websites, mobile applications, and any other online or offline channels used for advertising purposes.
The Company reserves the right to determine, at its sole discretion, whether to grant or deny consent for the Partner's use of paid advertisements. Such consent, if granted, shall be provided in writing and shall specify the terms, conditions, and limitations, if any, associated with the use of paid advertisements.
In the event that the Affiliate breaches this clause by utilizing paid advertisements without obtaining prior written consent from the Company, the Company reserves the right to take appropriate actions, including but not limited to suspending or terminating the Affiliate’s participation in the program and the Affiliate Rewards will be forfeited.

18. Social Media Restrictions

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:

Affiliate can only promote programs and links on your social media page.
Affiliate is prohibited from posting its links on Company’s Facebook, Twitter, Pinterest, or any other company’s social media account or page in an effort to convert those links into affiliate sales.
Affiliate is prohibited from creating a social media account that includes Company’s trademark in the page name and/or username.

19. Unacceptable Websites

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:

Material that infringes or misrepresents, or uses without appropriate consent, a third party's intellectual property or proprietary rights;
Hate‐related, abusive, and/or material advocating discrimination against individuals or groups;
Material promoting or related to violence of any kind;
Obscene or sexually explicit material, or anything which exploits of minors under 18 years of age;
Material that violates, encourages or furthers conduct that would violate any applicable laws, including any criminal laws, or any third‐party rights, including publicity or privacy rights; and/or
Material that in any way targets children 13 years of age or younger or violates any applicable laws or governmental authority regulations related to child protection,

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.

20. Limitation of Liability

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.

21. Disclaimer of Warranties

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.

22. General

Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
No Class Action. Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving Company and any other person or entity. Each party shall file and prosecute arbitration proceedings separately and individually in the name of the respective parties, and not in any representative capacity. Each party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section. BY AGREEING TO THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT (i) TO A COURT TRIAL OR (ii) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST COMPANY AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT.
Limitations. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
Assignment. Affiliate shall not assign, transfer, or delegate any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Company. Company may freely assign this Agreement.
Notice. Notice to Affiliate may be given by a notification within the PartnerStack Platform and/or email to Affiliate to the address provided to Company. Notice will be effective when given. Notice to Company may be given by email to Company at partners@whatconverts.com and will be effective when received.
Entire Agreement. The parties acknowledge and agree that this Agreement represents the entire agreement between the parties, and supersedes all prior agreements related to the Affiliate Program or any other commission based program. WhatConverts may amend this Agreement from time to time based on changes to the Affiliate Program, in which case the new Agreement will supersede prior versions. WhatConverts will notify Affiliate of any material changes affecting its rights through a notification within the PartnerStack Platform and/or email referencing the latest version. The parties may also document modifications to this Agreement by way of an amendment signed (in ink or electronically) by the parties.

Terms & Conditions