Effective Date: [12-August 2024]
These Affiliates Terms and Conditions (“Terms”) form the legal agreement between SuperOps, Inc., a Delaware corporation with its registered office at 2093, Philadelphia Pike #2105 Claymont, DE 19703 (“We”, “Our” “Us”) and you (“You”, “Your”, “Yourself, “Affiliate””).
By signing up to be an Affiliate in the SuperOps Affiliate Program for MSPs (the “Program”), You accept these Terms in full; accordingly, if You do not agree or any part of these Terms, You should immediately cease using Our Program.
You and Us will be individually referred to as “Party” and collectively as “Parties”.
1.1 The Program allows You to make affiliate commission (“Commission(s)”) through sign-ups for trial of Our products/services and sales generated for Our products/services using the referral links in the manner set forth herein.
1.2 By participating or attempting to participate in the Program, as an Affiliate, You accept and agree to these Terms and Privacy Policy
2.1 You must provide Your legal name, a valid email address, and any other information requested in order to complete the signup process for an Affiliate account (“Account”). We reserve the right to accept or reject any application for membership in the Program for any reason at its sole discretion.
2.2 If You are an individual, You warrant to Us that You are of eighteen (18) years or older, or the age of majority, in the jurisdiction you reside and are competent to enter into this agreement.
3.1 Upon signing up for the Program You will be provided with a unique referral link (“Link”) along with instructions to set up your affiliate portal through which You will receive Commissions. The Link must be used to identify Your Valid Sign-Ups or Qualified Referrals when any purchase is made on Our website. You may not modify these Links in any way. You may share the Link with as many audiences as possible via various platforms.
4.1 “Valid Sign-Ups” mean prospective customer(s) referred by You to Us who signs up for a trial of Our products.
4.2 "Qualified Referrals" mean customer(s) referred by You to Us and who purchase a monthly or annual subscription to any of Our products.
4.3 You are eligible to earn Commission as detailed below:
(a) USD 100 (Hundred United States Dollars) for every Valid MSP Sign-Up You bring in, and
(b) Twenty-five percent (25%) of the first year’s revenue from each of Your Qualified Referrals.
4.4 The Commission may change at any time with 7-days prior notice.
4.5 Each of Your Qualified Referral is also eligible for a discount of up to twenty percent (20%) for the first year of their subscription with Us.
5.1 Affiliates who share the same personal/company details, including but not limited to, last name, email address, IP address, website details, or commission payment details, as their referral shall be deemed to have made a “self-referral.” Commission and any earnings associated with “self-referral” shall not be paid by Us. At our sole discretion, we shall determine the meaning of “self-referral” and classification of any referral as a “self-referral”.
6.1 You must respect the spirit of the Program by not engaging in spamming or unfair practices. You may not use the link and/or Our name in any bulk emails whatsoever unless We have given Our advanced written consent.
6.2 You shall not make any false, misleading, or disparaging statements with respect to the Our product/service.
6.3 You shall not create websites or advertisements that copy, imitate, or resemble the look and feel of Our product/service.
6.4 You shall use Our name, logo, and trademark solely for the purposes of publicity and marketing in connection with these Terms, and any such use shall be in a proper and appropriate way.
6.5 You shall not use malware or spyware to market or promote Our product(s)/service(s).
6.6 You must not use the Program for any illegal or unauthorized purpose.
6.7 You shall bear Your own costs and expenses related to marketing and promoting Our product/service and/or Our Program. We shall not reimburse or credit You for any marketing expenses, except at Our sole discretion. Reimbursement of any marketing expenses shall not create a duty or obligation to reimburse any future marketing expenses.
6.8 You shall not issue any press release with respect to these Terms or Your participation in the Program; such action may result in Your termination from the Program. In addition, You may not in any manner misrepresent or embellish the relationship between Us and You, or express or imply any relationship between Us and You or any other person or entity, except as expressly permitted by these Terms.
7.1 Payment of Commission for Valid Sign-Ups: Commissions earned on every Valid Sign-Up shall be paid by Us on the 30th day from the date of the Valid Sign-Up signing up for Our product(s)/service(s). We shall send You an email for the invoice and upon receiving the invoice, the payment shall be made within five (5) days. We reserve the right to disqualify Commission earned through fraudulent, illegal, or overly aggressive, questionable marketing or promotional methods.
7.2 Payment of Commission for Qualified Referrals: For monthly subscriptions purchased by Qualified Referrals, Commissions earned for every Qualified Referral shall be paid by Us every month for a period of one (1) year. For annual subscriptions purchased by Qualified Referrals, the entire one years’ Commission earned for every Qualified Referral shall be paid by Us once the Qualified Referral completes sixty (60) days of the annual subscription period.
7.3 We reserve the right to check and change Commissions on the basis of orders actually paid. Any e-mail sent regarding the usage of the Link by the Qualified Referral shall be mere notification and shall not be understood as a confirmed Commission, every payment for Commission will be verified based on real transactions.
7.4 Mode of Payment: Commission payments shall be made via affiliate portal. All Commissions are exclusive of all taxes, charges, levies, assessments, and other fees of any kind imposed on Your involvement in these Terms and shall be the responsibility of and payable by You.
7.5 Revision of Commission: In the event, a Qualified Referral upgrades their monthly subscription plan, You will be paid a revised Commission from the subsequent month.
7.6 Non-Payment of Commission: In the event, a Qualified Referral terminates or downgrades their monthly subscription, You will only be paid a Commission that has accrued until the date of termination or downgrade and not the entire one years’ Commission. In the event a Qualified Referral terminates their annual subscription within the first sixty (60) days, You will not receive any Commission. In the event of termination of the annual subscription beyond the first sixty (60) days, You will be paid the entire one years’ Commission. Additionally, Qualified Referral payments charged back due to credit card fraud or any pending dispute with Us shall not qualify for Commission.
8.1 Term: The term of these Terms shall commence upon our acceptance of Your Program application and shall end upon termination by either party.
8.2 Termination by You: You may terminate Your Account by providing Us with a thirty (30) days advance notice.
8.3 Suspension and Termination by Us: We may suspend Your access to and use of Your Account if You are in violation of these Terms. Further, We also reserve the right to terminate Your Account at any time by written notice due to continuous non-usage of the account for a period of twelve (12) months and/or any business reasons which shall include discontinuation of the product/service.
8.4 Effect of Terminating Your Account: Upon termination of Your Account either by Yourself or by Us, Your access and use of the Program shall cease. We shall pay any legitimate outstanding Commission payable to You. If the Commissions were earned through fraudulent, illegal, or unfair methods, We reserve the right to refuse payment of all or any of Your potential Commissions.
Upon termination of these Terms for any reason, You will immediately cease use of, and remove from all links to Our website and all Our images and any other materials provided under the Program.
9.1 THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, "PROMISES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9.2 YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (v) THE ACCESS TO THE PROGRAM, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
10.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY,NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE PROGRAM, WILL BE LIMITED TO THE AMOUNT OF AFFILIATE COMMISSION PAID TO YOU.
10.2 IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10.3 AFFILIATE(S) SHOULD USE THE PROGRAM AT THEIR OWN RISK
11.1 Indemnification by You:You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against Us (and Our officers, directors, employees, agents, service providers and licensors) by a third party not affiliated with Us to the extent that such Action is based upon or arises out of (a) Your participation in the Program, (b) Our use of the prospect data You provided Us, (c) Your misrepresentation, (c) Your non-compliance, or non-fulfilment or breach of any covenant under these Terms provided that (a) We promptly notify You of the threat or notice of such a claim and (b) We shall reasonably cooperate with You in connection therewith.
12.1 Assignment: These Terms and any rights or obligations hereunder may not be assigned by You without Our prior written consent, whereas We can assign any of Our rights and obligations hereunder without Your prior written consent. These Terms bind, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
12.2 Amendment: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. Thus, you are advised to review this page periodically for any amendment. We will notify You of any changes by posting these Terms on this page. These changes are effective immediately after they are posted on this page and your continued participation in the Program shall be deemed to be Your acceptance of the modified Terms.
12.3 Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of These Terms.
12.4 Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
12.5 Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 6 (Specific Obligations of Affiliate), 7 (Payment), 8 (Term, Suspension, and Termination), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification) and 12 (Miscellaneous) shall survive any termination of Our agreement with Yourself regarding the use of the Program. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of These Terms.
12.6 Notices and Consent to Electronic Communications: All notices from Us under these Terms may be delivered in writing (i) by a nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You while signing up for the Program or (ii) electronic mail to the e-mail address provided to Your Account. Our address for a notice is: 2093, Philadelphia Pike #2105 Claymont, DE 19703; available at [●] by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
12.7 Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our Affiliate on Our websites and/or marketing collateral
12.8 Governing Law and Dispute Resolution: These Terms shall be governed by the laws of the State of Delaware, U.S.A without regard to any conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts in the State of Delaware, U.S.A. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof.
12.9 Entire Agreement: These Terms constitute the entire agreement and supersede any and all prior agreements between Us and Yourself with regard to the subject matter hereof. In the event of a conflict between the General Terms and Conditions and these Terms, the Terms shall prevail
12.10 Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of customer data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.