These TextExpander Affiliate Partner Terms (“Affiliate Partner Terms”) are the terms and conditions pursuant to which Partner will participate in TextExpander’s Affiliate Partner Program. Partner understands and acknowledges that Partner is engaging with TextExpander and participating in the Affiliate Partner Program through the Reditus SaaS partner management platform, located at www.getreditus.com (“Reditus Platform”). Partner intends to engage with TextExpander through the Reditus Platform to provide TextExpander with referral services, as set forth in these Affiliate Partner Terms. By signing up to participate in the Affiliate Partner Program through the Reditus Platform, Partner agrees to these Affiliate Partner Terms (including any Annex, Exhibit, or Schedule attached hereto or referenced herein), TextExpander’s Privacy Policy, and the TextExpander Affiliate Partner Compliance Policy, each of which is incorporated by reference herein. If Partner does not agree with these Affiliate Partner Terms, or if Partner or its representative lacks the authority to enter into these Affiliate Partner Terms, Partner may not participate in the Affiliate Partner Program. In the event of any conflict or discrepancy between the terms of the Partner Agreement, the following order of precedence will apply: (a) the Referral Services and Variable Term Sheet (Annex 1) and (b) these Affiliate Partner Terms.
- Definitions
The capitalized terms used in these Affiliate Partner Terms, both in the singular and the plural, are understood to have the meaning as described in this article.
- Account: The account through which Partner and TextExpander access the Reditus Platform.
- Intellectual Property Rights: All intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, and patent rights.
- Lead: A potential customer directed to TextExpander’s services by Partner as a result of Partner’s performance of Referral Services.
- Partner Agreement: The agreement between Partner and TextExpander pursuant to which Partner provides Referral Services to TextExpander, which includes these Affiliate Partner Terms, Annex 1 attached hereto, the TextExpander Privacy Policy, and the TextExpander Affiliate Partner Compliance Policy.
- Partner: A legal entity or natural person that uses the Reditus Platform with the purpose of performing Referral Services for TextExpander pursuant to these Affiliate Partner Terms.
- Affiliate Partner Program: TextExpander’ offer, published on the Reditus Platform, for Partners to enroll in a program pursuant to which Partner will perform Referral Services for TextExpander in exchange for a commission as set forth in Annex 1 to these Affiliate Partner Terms.
- Party: Partner and TextExpander (plural), or either Partner or TextExpander (singular).
- Referral Services: Partner’s identification and referral of Leads to TextExpander in exchange for a commission as set forth in Annex 1 to these Affiliate Partner Terms.
- Participation in Affiliate Partner Program
Partner may request to enroll in TextExpander’s Affiliate Partner Program through the Reditus Platform. As a condition to participating in the Affiliate Partner Program, and prior to providing any Referral Services, the Partner must accept these Affiliate Partner Terms, including Annex 1. TextExpander reserves the right to evaluate each application to enroll in the Affiliate Partner Program and as a result, TextExpander may decide, at its sole and absolute discretion, to reject the application and not accept Partner into the Affiliate Partner Program for any reason. Upon Partner’s application to participate in the Affiliate Partner Program and TextExpander’s acceptance of Partner into the Affiliate Partner Program, the Partner will be authorized to perform Referral Services on behalf of TextExpander, in accordance with the terms and conditions set out in the Partner Agreement. Partner will perform Referral Services for TextExpander on a non-exclusive basis. TextExpander may engage other partners or affiliates for the performance of similar or identical activities and services, and it will always remain entitled to perform such activities and any other promotional, marketing, advertising, or sales activities itself. Neither Party will be authorized to enter into agreements on behalf of or to otherwise bind the other Party. Participation in the Affiliate Partner Program does not create a legal partnership between TextExpander and Partner.
- Obligations of the Partner
In connection with performing the Referral Services, the Partner will gain access to functionalities and environments of the Reditus Platform intended to facilitate and track the performance of Referral Services. The Partner ensures that its Account will not be shared with third parties. Through Reditus, depending on the type of Referral Services agreed upon, the Partner will be provided with tools, such as referral links, to perform the Referral Services. Partner will: (a) adhere to all applicable laws and regulations in its performance of the Partner Agreement; (b) refrain from performing Referral Services via websites (or other channels) of an unlawful or illegal nature; (c) obtain and maintain appropriate consents from Leads as required by law; (d) refrain from performing Referral Services through electronic communication in a way that would constitute ‘spam’ or is in violation of applicable law, such as unsolicited promotional activities via email, SMS, or similar mediums; (d) follow reasonable recommendations and requests made by TextExpander regarding the performance of Referral Services; (d) refrain from distorting the tracking of the performance of the Referral Services by performing self-referrals; (g) refrain from buying or bidding on keywords in Google Ads or other ad platforms or doing the same with any similar service(s) from other providers for the same or similar purpose, consisting any parts of a tradename, service- or trademark, that belongs to TextExpander; and (h) refrain from search engine ads (especially on branded terms or domain names), Facebook ads or other ads that would compete with TextExpander’s marketing and cause potential confusion for customers of TextExpander.
TextExpander may provide the Partner with promotional materials regarding TextExpander’s services, which may be used by the Partner in its performance of Referral Services. The Partner is not entitled to alter such materials. If the Partner opts to use such materials, it must always use the latest versions of the materials, information, and pricing as provided by TextExpander.
The Partner will inform and advise the Leads it targets in its performance of Referral Services in an honest and sincere manner. Under no circumstances may the Partner provide information about TextExpander or its services that could be misleading or inaccurate. The Partner will refrain from making any representation, warranty, or promise regarding TextExpander or TextExpander’s products and services.
TextExpander may conduct satisfaction research regarding the Partner’s activities among Leads provided by the Partner. For this purpose, TextExpander may request feedback from these Leads, and the Partner will, insofar as TextExpander deems it necessary, offer reasonable cooperation and support.
Any abuse of the tools provided to perform and/or track the Referral Services by the Partner will result in TextExpander’s right to terminate the Partner Agreement with immediate effect, without notice. Any rights of the Partner accrued prior to the moment of termination for such reasons will lapse unless TextExpander decides otherwise.
In addition to the responsibilities outlined in this Agreement, the Partner agrees to comply with TextExpander’s Affiliate Program Policy, which provides detailed guidelines on: (a) adherence to FTC disclosure requirements; (b) adherence to FCC consent requirements; (c) compliance with GDPR and data privacy and protection laws; (d) restrictions on paid search marketing, including trademark use; (e) prohibited practices, such as spyware, adware, and misleading promotions; and (f) proper use of TextExpander’s assets, including logos, banners, and marketing materials. Failure to comply with the Affiliate Program Policy may result in the termination of the Partner Agreement and forfeiture of commissions. The full Affiliate Program Policy is available at the affiliate policy page.
- Commission and Payment
- Depending on the type of Referral Services agreed upon between the Parties, the Partner may, under the conditions specified in Annex 1 to these Affiliate Partner Terms, earn a commission when a Lead undertakes certain actions with TextExpander, such as account registration or purchases.
- Attribution of commission owed to the Partner is reported and calculated automatically through the Reditus Platform. TextExpander will maintain its use and implementation of the tools provided by the Reditus Platform for the full duration of the Partner Agreement.
- TextExpander will pay the commission owed to the Partner through the agreed payment method and in the agreed currency, as specified in Annex 1 to these Affiliate Partner Terms. The Partner is solely responsible for the payment of any taxes applicable to the commission. The commission paid by TextExpander is considered inclusive of VAT and/or other levies. Any costs associated with currency exchange, as well as other payment-related costs, will be the sole responsibility of the Partner
- Partner shall be eligible to earn commission payments for each period set forth in Annex 1 (each, a “Payment Period”). Commission Payments will be made promptly after the end of the applicable Payment Period, provided that the payment threshold specified in Annex 1 (“Payment Threshold”) is met. If the Payment Threshold for an applicable Payment Period is not met, the commission accrued during such Payment Period will be carried over to the following Payment Period until the Payment Threshold is met.
- If the Payment Threshold is met for a Payment Period, TextExpander will issue a self-billed invoice on behalf of the Partner setting forth the commissions due (inclusive of amounts rolled over from prior Payment Periods, if any) for such Payment Period. TextExpander’s invoices will be made available within the Reditus Platform. The Partner is solely responsible for verifying the accuracy and completeness of the invoices. If Partner disputes any portion of an invoice, Partner must notify TextExpander of such dispute within three (3) business days after Partner’s receipt of the applicable invoice. If Partner does not provide any such notice, the invoice will be final and correct for all purposes.
- Term and termination
The Partner Agreement will become effective as set forth in these Affiliate Partner Terms and will remain in effect until terminated by either Party as set forth herein. Both Parties are entitled to terminate the Partner Agreement without cause and with immediate effect, at any time, upon written notice to the other Party. Upon any termination of the Partner Agreement, TextExpander will produce an invoice through the Reditus Platform for any commissions due and not yet paid by TextExpander and TextExpander will pay any such amount within forty-five (45) days after such termination. Notwithstanding the foregoing, if TextExpander terminates the Partner Agreement and the Partner’s participation in the Affiliate Partner Program as a result of the Partner’s breach of any representation, warranty, covenant, agreement, or provision of the Partner Agreement, or as a result of Partner’s violation of law, negligence, willful misconduct, bad faith, or fraud, TextExpander shall have no obligation to pay any commissions, whether or not due and payable, in connection with such termination.
- Intellectual property
Nothing in the Partner Agreement will be interpreted or construed as transferring any right, title, or interest in any Intellectual Property Rights of one Party to the other Party. TextExpander, its licensors, and/or its suppliers retain all Intellectual Property Rights to its services, software, and any other materials provided or made available by TextExpander. Rights to any information made available by the Partner to TextExpander, if any, remain vested in the Partner (and/or its licensors). TextExpander is entitled to mention the Partner on its website(s) and in other promotional materials. For this purpose, TextExpander is authorized to use the Partner’s trade name, trademarks, and logos. The Partner is granted the right to use TextExpander’s names and logos for the sole purpose of providing Referral Services. TextExpander may stipulate conditions regarding how these materials are used or reproduced, and the Partner must strictly comply with these conditions.
- Liability
- ALL OF TEXTEXPANDER’S PRODUCTS AND SERVICES, ALL RELATED DOCUMENTATION, AND ALL RELATED COMPONENTS, ARE PROVIDED ON A “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TEXTEXPANDER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TEXTEXPANDER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TEXTEXPANDER MAKES NO WARRANTIES THAT ITS PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, SECURE, TIMELY, OR FREE FROM ERRORS NOR DOES TEXTEXPANDER MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED REGARDING USE OF TEXTEXPANDER’S PRODUCTS OR SERVICES.
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TEXTEXPANDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PARTNER AGREEMENT EXCEED THE GREATER OF (1) THE AMOUNT PAID BY TEXTEXPANDER TO PARTNER CUSTOMER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM, OR (2) $200.00. IN NO EVENT WILL TEXTEXPANDER HAVE ANY LIABILITY TO PARTNER FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT, TORT OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF TEXTEXPANDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THE PARTNER AGREEMENT BETWEEN THE PARTIES, AND THEY HAVE RELIED UPON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
- Partner will indemnify, defend, and hold TextExpander and its affiliates, and its and their directors, officers, employees, and representatives, harmless from and against any claim, demand, suit or proceeding made or brought against TextExpander (i) by a third party which arises from or is related to Partner’s breach of any representation, warranty, covenant, or agreement set forth in the Partner Agreement, (ii) by Reditus which arises from or is related to Partner’s breach of any representation, warranty, covenant, or agreement set forth in any agreement between Reditus and Partner, and (iii) by any Lead arising from the Referral Services. Partner shall also defend, indemnify, and hold TextExpander and its affiliates, and its and their directors, officers, employees, and representatives, harmless from any losses, expenses, damages, liabilities, attorney fees and costs finally awarded against TextExpander as a result of, or for any amounts paid by TextExpander under a court-approved settlement of, a claim, demand, suit, or proceeding for which Partner is required to indemnify TextExpander hereunder.
- Any claim by Partner against TextExpander must be brought within thirty (30) days after it arose or it shall be barred.
- Certain components of the Affiliate Partner Program are or may be provided by third-parties, including without limitation the Reditus Platform, and may be subject to the separate terms and conditions and/or privacy policies of the applicable third-party. Partner agrees that it’s participation in the Affiliate Partner Program and accesses to and use of the Reditus Platform shall be subject to Reditus’ legal terms, conditions, and policies. Partner’s access and use of any third-party service in connection with Partner’s participation in the Affiliate Partner Program, including without limitation the Reditus Platform, is at Partner’s own risk and TextExpander hereby expressly disclaims any and all responsibility and liability for Partner’s use of the Reditus Platform or any other third-party service or component in connection with Partner’s participation in the Affiliate Partner Program and provision of the Referral Services.
- Force majeure
Neither Party will be obligated to perform any obligation under the Partner Agreement if such performance is prevented due to force majeure. Neither Party will be liable for any loss or damage arising from force majeure. Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilization, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance whereby a Party is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.
- Confidentiality
From time to time during the term of the Partner Agreement, TextExpander or Partner (each, as the “Disclosing Party”) may disclose or make available to the other Party (each, as the “Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is marked, designated, or otherwise identified as “confidential” at the time of disclosure or which a reasonable person in the industry would understand to be confidential (collectively, “Confidential Information”). Confidential Information of TextExpander includes, without limitation, non-public information regarding features, functionality and performance of TextExpander’s services and products. Confidential Information does not include information that the Receiving Party can demonstrate through written documentation (i) is or becomes generally available to the public through no fault of the Receiving Party, or (ii) was in its possession or known by it on a non-confidential basis prior to receipt from the Disclosing Party, or (ii) was rightfully disclosed to it on a non-confidential basis and without restriction by a third party that is not bound to the Disclosing Party or any other person or entity by a duty or obligation of confidentiality with respect to such information, or (iv) is or was independently developed without use of or reference to any Confidential Information of the Disclosing Party. The Receiving Party agrees: (x) to take reasonable precautions to protect the Confidential Information from disclosure, and (y) not to use (except in performance of the Referral Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information (except to the Receiving Party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement). Notwithstanding the foregoing, each Receiving Party may disclose Confidential Information to the limited extent required (1) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Receiving Party shall first have given, to the extent practical and legally permissible, written notice to the Disclosing Party so that the Disclosing Party may seek, at such Disclosing Party’s sole expense, a protective order or other appropriate remedy; or (2) to establish a party’s rights under the terms of the Partner Agreement, including to make required court filings. Upon the written request of the Disclosing Party, the Receiving Party shall destroy all Confidential Information of Disclosing Party (including, with respect to Customer, any Customer Data) in its possession or control and cease all further use thereof.
- Amendments
TextExpander reserves the right to amend, update, modify, or supplement the terms of the Partner Agreement from time to time, including these Affiliate Partner Terms and Annex 1. If TextExpander decides to make any such changes, it will notify the Partner by revising the last updated date at the top of these Affiliate Partner Terms, and in some cases, TextExpander may provide Partner with additional notice (such as adding a statement to invoices, sending an email notification, or providing a notification on the Reditus Platform). Partner’s continued provision of the Referral Services shall constitute Partner’s consent and agreement to, and acceptance of, any such changes.
- Miscellaneous
This Agreement is governed exclusively by the laws of the State of California, USA. Any dispute between the Parties in connection with or arising from this Agreement will be submitted to the competent courts in San Francisco, California, unless otherwise dictated by mandatory law. EACH PARTY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR OTHERWISE RELATES TO THE PARTNER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE PARTNER AGREEMENT OR THE AFFILIATE PARTNER PROGRAM. ANY LAWSUIT, ACTION, PROCEEDING, OR DISPUTE ARISING FROM OR RELATING TO THE PARTNER AGREEMENT OR THE AFFILIATE PARTNER PROGRAM WILL TAKE PLACE ON AN INDIVIDUAL BASIS: CLASS ACTIONS ARE NOT PERMITTED. PARTNER UNDERSTANDS AND AGREES THAT BY ENTERING INTO THE PARTNER AGREEMENT, PARTNER AND TEXTEXPANDER ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Where the Agreement refers to “written” or “in writing,” this includes communication via email or the Reditus platform. The version of any communication or information as recorded by TextExpander will be deemed authentic unless the Partner provides proof to the contrary. If any provision of this Agreement is found to be contrary to applicable law or otherwise unenforceable, it will be amended to the extent necessary to align with applicable law while preserving the intended meaning of the provision. TextExpander is authorized to transfer and assign the Partner Agreement or any of its rights and obligations under the Partner Agreement to a third party without the consent of or the requirement to provide notice to the Partner. The Partner may not transfer or assign the Partner Agreement or its rights and obligations under the Partner Agreement to a third party without prior written consent from TextExpander. The Partner shall not subcontract or otherwise delegate any portion of the Referral Services to any third party without prior written consent from TextExpander. Partner agrees that it will not use, distribute, transfer, transmit, or otherwise make the Account available or accessible to, any other person or entity. The Partner Agreement is the complete and exclusive statement of the mutual understanding of the Parties regarding the terms and conditions of the Affiliate Partner Program and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Partner Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind TextExpander in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
Affiliate Partner Terms | Annex 1
Referral Services and Variable Term Sheet
Terms | Description |
1. Referral Service | Type: ‘Purchases by Leads’The Partner will receive a commission based on 20% of the total value, in USD ($), as reported and calculated through the Reditus Platform, of eligible purchases made by a Lead as a result of the Partner’s Referral Services. This excludes discounts, VAT, and any other applicable extra charges during the Commission Period specified under Term 5 below. Eligible purchases are defined as the purchase of any of the following TextExpander products, subscriptions, or services during the Commission Period:TextExpander subscription, any plan size The Partner will not be entitled to a commission under the following circumstances:for the purchase by a Lead of products, subscriptions, or services that do not qualify as eligible purchases;for eligible purchases by Leads who independently and directly engage with TextExpander without the intermediary efforts of the Partnerfor eligible purchases that are not reported through the Reditus platform;in cases where TextExpander has not received payment (including chargeback events) of amounts due from the Lead for the eligible purchase;if the Lead is, or was, a customer of TextExpander prior to the moment the Lead was referred by the Partner through the Referral Services;for commissions generated by fraudulent acts or acts in violation of the Partner Agreement or applicable law;for any commissions not explicitly specified in the Partner Agreement. In the event of termination of the Partner Agreement without cause by TextExpander, the Partner will remain entitled to commissions under the Partner Agreement for the full agreed Commission Period for each Lead that was referred and accepted prior to the effective date of termination, subject to the terms of the Partner Agreement. |
3. Payment Period | Net-30 days from Partner’s receipt of TextExpander’s invoice |
4.Payment Threshold | $50 |
5. Payment method | PayPal via the Reditus Platform |
6. Commission Period | 12 months from Partner’s referral of a Lead. Partner shall be entitled to earn commissions on amounts paid by a Lead to TextExpander during the 12 month period from and after Partner’s referral of a Lead. |