Our affiliates and promoters are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask for the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company's good name. So please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know. We are strong believers in straightforward and honest communication. For the quickest results please email us at affiliates@sendible.com.
Best regards,
Nico Watson
President
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SENDIBLE LTD (SENDIBLE.COM).
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This agreement contains the complete terms and conditions that apply to you becoming an affiliate or promoter in Sendible’s Affiliate or Refer-a-Friend Program. The purpose of this agreement is to allow HTML linking between your website and the Sendible website. Please note that throughout this agreement, "we," "us," and "our" refer to Sendible, and "you," "your," and "yours" refer to the affiliate or promoter.
2.1. To begin the enrolment process, you will complete and submit the online application at the Sendible website. The fact that we approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site or methods are unsuitable for our programs, including if:
2.1.1. Your website promotes sexually explicit materials.
2.1.2. Your website promotes violence.
2.1.3. You or your website promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Your website promotes illegal activities.
2.1.5. Your website incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law.
2.1.6. Your website includes "Sendible" or variations, or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion.
2.1.8. Your website contains software downloads that potentially enable diversions of commission from other affiliates or promoters in our programs.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner that resembles our website nor design your website in a manner that leads customers to believe you are Sendible or any other affiliated business.
2.2. As a member of Sendible’s Affiliate or Refer-a-Friend Programs, you will be provided with your own tracking code and will be granted access to your own FirstPromoter Dashboard. Here you will be able to review our program’s details and previously-published blogs, download HTML code (that provides links to web pages within the Sendible website), and banners. In order for us to accurately keep track of all visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other links we provide you with.
2.3. Sendible reserves the right, at any time, to review your program membership as well as the content you have produced and linked to, and require that you change the placement to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that information pertaining to Sendible is up-to-date. If we contact you to update information in relation to Sendible features and pricing, you must do so within two working weeks.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
2.6. You may not impersonate Sendible in any of your marketing activities. As a member of Sendible's Affiliate or Refer-a-Friend Programs, you may share any existing Sendible content from Sendible Insights or your FirstPromoter Dashboard, as well as create your own, however, you must not, at any point, appear to be Sendible or an employee of Sendible. You also may not interfere with our marketing activities.
2.6.1. You may not run any adverts on search engines (like Google, Bing, and Yahoo), social media platforms (like Facebook and Instagram), as well as other online platforms while linking to any of the Sendible websites. Any links including https://www.sendible.com and https://www.sendible.com/insights may not be used in your adverts. If we notice you are running adverts, we reserve the right to immediately terminate your participation in our programs and not to pay you any commission due. You are, however, allowed to run paid advertising for the content you own (e.g. blog articles, comparison sites etc) as long as you do not impersonate Sendible.
2.6.2. You may not imply you are in any way a partner of Sendible on any online platforms as well as offline events. You may use the terms such as "you are part of our referral or affiliate programs", or instead, offer an impartial view of our software and services.
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Sendible Affiliate or Refer-a-Friend Programs.
3.2. Sendible reserves the right to terminate this agreement and your participation in the Sendible Affiliate or Refer-a-Friend Programs immediately and without notice to you should you commit fraud in your use of Sendible’s referral programs or should you abuse these programs in any way. If such fraud or abuse is detected, Sendible shall not be liable to you for any commissions for such fraudulent sales.
3.3. This agreement will begin upon our acceptance of your Affiliate or Refer-a-Friend application and will continue unless terminated hereunder.
Either you or we may end this agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this agreement will terminate immediately upon any breach of this agreement by you.
We may modify any of the terms and conditions in this agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures and Sendible’s Affiliate and Refer-a-Friend Program rules. If any modification is unacceptable to you, your only option is to end this agreement. Your continued participation in Sendible's referral programs following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.
Sendible uses a third party to handle all of the tracking and payment. The third party is the FirstPromoter affiliate network. It is your responsibility to add and update your banking details on your FirstPromoter account. Commission will be credited to your FirstPromoter account and paid to your bank on file, 1 month after Sendible has received payment from the customer. In the event the banking details are not accurate or payment cannot be made when the commission is credited due to an issue with your banking details, the balance in your account will accrue until you have added acceptable banking details. In no case will Sendible pay accrued commissions of more than 6 months. We reserve the right to change our payment policy at any time and without notice.
You will create a password so that you may enter FirstPromoter’s secure affiliate and promoter account interface. From their site, you will be able to receive your reports that will describe our calculation of the commissions due to you.
8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Sendible's Affiliate or Refer-a-Friend Programs. You agree that all uses of the Licensed Materials will be on behalf of Sendible and the goodwill associated therewith will insure to the sole benefit of Sendible.
8.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other.
Sendible makes no express or implied representations or warranties regarding Sendible service and website or the products or service and website or the products or services provided therein, any implied warranties of Sendible ability, fitness of a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
You represent and warrant that:
10.1. This agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this agreement and to perform your obligations under this agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this agreement.
We will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall Sendible’s cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort, or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.
You hereby agree to indemnify and hold harmless Sendible, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this agreement which is marked "confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
14.1. You agree that you are an independent contractor, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Sendible. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other of your site or otherwise, that reasonably would contradict anything in this section.
14.2. Neither party may assign its rights or obligations under this agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
14.3. This agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom without regard to the conflicts of laws and principles thereof.
14.4. You may not amend or waive any provision of this agreement unless in writing and signed by both parties.
14.5. This agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of this agreement.
14.7. If any provision of this agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
