Affiliate Program Agreement

Last updated on December 9, 2024.

This Affiliate Program Agreement (the “Agreement”) is a binding agreement between Vipe Inc (“VIPE”, the “Company”) and you, the business entering into this Agreement, (“Affiliate”), (collectively “the Parties”). This Agreement governs your participation in the VIPE Affiliate Program as further described herein (the “Program”).

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. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE.

YOU MAY NOT PARTICIPATE IN THE PROGRAM IF YOU DO NOT ACCEPT THIS AGREEMENT. To enroll in the Program the Affiliate must accept the Program terms available on the FirstPromoter platform.

1. Purpose. Company is in the business of offering sales and marketing software services (“Services”) to businesses. Affiliate is in a position to refer prospective customers to Company on a non-exclusive basis. This Agreement provides the terms and conditions under which Affiliate will do so as part of the Program. 

2. Program Application. Affiliate agrees to provide all information reasonably requested by Company in connection with the Program application, and represents and warrants that all information provided is truthful and accurate. Affiliate understands and agrees that Company retains sole and exclusive discretion to determine whether Affiliate qualifies for participation in the Program. Company reserves the right to change its criteria for the Program at any time, for any reason. Affiliate expressly consents to be contacted about application and the Program via the contact information (email and/or phone) Affiliate provides in the Program application.

3. Compensation. Upon acceptance into the Program, You will receive a unique Affiliate ID through https://affiliate.vipecloud.com or if you have a VipeCloud account: https://app.vipecloud.com/setup/affiliate. This Affiliate ID will be incorporated in the URL that you use to advertise (“Affiliate Link”). You may earn Referral Fees (as further described below) for each sale (“Sale”) that is registered using your Affiliate ID. You may also earn Referral Fees on Sales generated by Affiliates you have recruited to join the Program (“Second Tier Affiliates”). Company reserves full discretion in Second Tier Affiliate designations.

A Sale is determined to have occurred, provided that a Lead (i) purchased VIPE Services by accessing the VIPE Site directly via a Affiliate Link from one of your authorized channels; and (ii) clicked the Affiliate Link to the VIPE Site and purchased VIPE Services, provided that it was the last Affiliate Link to the VIPE Site that the customer clicked within the last 90 days. All determinations of whether a Sale occurred and whether a Referral Fee is payable, will be made by VIPE in its sole discretion.

A Referral Fee is earned only if (i) Affiliate has registered and maintained a usable account with a third party payment provider to receive Referral Fee payments and provided complete and accurate information to VIPE to facilitate payment and (ii) the account of the Customer has remained in good status for at least forty-five (45) days after the Sale. 

Similarly, Affiliates are responsible for ensuring that their Leads and Customers are not located in or associated with an embargoed or sanctioned person or entity. No Referral Fees will be earned for Sales to any Lead or Customer residing in a Sanctioned Country or who is or has an association with a Sanctioned Party. A “Sanctioned Country” means any country or territory that is the target of comprehensive sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region, the so-called Donetsk and Luhansk People’s Republics, and any other country or region that is otherwise the target of sanctions administered by the U.S. Office of Foreign Assets (“OFAC”) or equivalent government agency in other countries. A “Sanctioned Person” means any individual or entity that appears on the Specially Designated Nationals and Blocked Persons List of OFAC or that is otherwise the target of sanctions administered by OFAC or equivalent government agencies in other countries.

In the event that a Lead has multiple Affiliate cookies (“Cookies”), the most recently acquired Cookie will generally determine which Affiliate is credited with a Sale except in instances of (i) recently canceled Leads who attempt to re-subscribe under a different affiliate within 90 days of cancellation, (ii) cases of self-referral, or (iii) other scenarios at VIPE’s sole discretion. 

If a Lead signs up for VIPE without connection to any Affiliate, that Lead is considered unaffiliated, and no Referral Fees will be earned by any Affiliates for that Lead unless otherwise agreed to by VIPE in writing. In instances where a Lead is affiliated under different Affiliates for different services (such as cases where one Affiliate makes the Sale, but another affiliate makes an upgrade for the same Lead), VIPE will allocate Referral Fees as deemed appropriate in VIPE’s sole and absolute discretion. 

Affiliates are prohibited from inducing existing affiliated VIPE customers from cancelling or transferring their account in order to “unaffiliate” with a previous Affiliate and “re-affiliate” with you. Similarly, Affiliates are prohibited from inducing existing VIPE customers to cancel or transfer their unaffiliated accounts in order to affiliate with you. Unless a cancellation or transfer request for affiliation purposes is received directly from the VIPE customer in their own capacity, and not at your direction, Referral Fees in such instances will not apply, and such behavior shall be deemed a material breach of this Agreement. 

Referral Fee payout amounts will be determined by VIPE in its sole discretion. Referral Fee rates may change from time to time at VIPE’s sole discretion. The Referral Fee Rates are currently as follows:

1. 40% recurring for the lifetime of the customer for Community (subscription or add-on), Plus, Pro, and Enterprise subscription sales, in addition to Marketing Contact Add-Ons.
2. Second Tier Affiliate Sales: 5%

Referral Fees are not applicable to text credit or custom solution purchases unless you have received express written authorization from VIPE.

Except as otherwise provided herein, Referral Fee payouts will be paid on the 15th of each month following VIPE's receipt of payment for a Sale, subject to the other terms of this Agreement. In the event the 15th of each month falls on a holiday or weekend, Referral Fee payouts will typically occur on the following business day, although exceptions may apply. All Referral Fee payouts are calculated based on the amount of fees received by VIPE, less sales taxes. All Referral Fees are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from your Referral Fees. Your combined Referral Fee must be equal to or exceed Fifty and 00/100 Dollars ($50.00) (USD) before you receive a payment from VIPE. If your combined Referral Fees in a 120-day period do not exceed $50.00 (USD), Your Referral Fees will not be paid and will be forfeited.

VIPE will make reasonable efforts to payout all earned Referral Fees. In the event that VIPE is unable to payout a Referral Fee for any reason outside of VIPE’s control, those Referral Fees may be forfeited at VIPE’s sole discretion.

VIPE or the third party payment provider may require you to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or other tax documents (the “Required Documents”) before processing Referral Fees payouts. If you fail to submit the Required Documents in a timely manner, VIPE or the third party payment provider may refuse to payout Referral Fees that were earned more than 120 days prior to receiving your Required Documents. If you are not a resident of the United States, VIPE may withhold tax (including, not limited to, VAT) where required by applicable law. You are solely responsible for complying with all tax laws in your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

4. Determination of a Sale. If VIPE determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Referral Fee will be considered earned for such Sale. If a Referral Fee has already been paid out for a Sale that is later deemed by VIPE to be fraudulent or in violation of this Agreement or the law, the Referral Fee amount will automatically be withheld against any future Referral Fees or refunded back to VIPE at its option. VIPE may also terminate this Agreement and your participation in the Program immediately without any further liability to you.

If a refund or charge-back occurs for a Sale, and if a Referral Fee was already paid to you for that Sale, such Referral Fee is considered unearned, and the Referral Fee will be deducted from your future Referral Fee payouts.

5. Relationship of the Parties. Affiliate is an independent contractor of Company and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Company and Affiliate for any purpose. Affiliate has no authority (and shall not hold itself out as having authority) to bind Company and Affiliate shall not make any agreements or representations on Company’s behalf. Either Party is solely responsible for paying all of its costs and expenses related to this Agreement.

6. Term. This Agreement shall commence upon the date that Affiliate joins the Program and will continue until otherwise terminated by one of the Parties pursuant to paragraph 8 of the Agreement.

7. 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. This section remains in full force and effect even after termination of the Agreement.

8. Termination. This Agreement may be terminated at any time by: (a) either Party upon 21 days written notice to the other Party or (b) by Company immediately upon notice if Affiliate breaches any provision of this Agreement. If Company terminates the Agreement, payment obligations of the Agreement for Sales shall survive for a period of one (1) month after termination of the Agreement; provided that Affiliate is only entitled to Referral Fees for New Customers which it has referred to Company through a Sale sent prior to the effective date of termination of the Agreement.

9. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement and that each Party shall comply with all applicable laws, rules, and regulations and will not violate or infringe upon any third-party rights in its performance of its rights and obligations under this Agreement. Affiliate further represents and warrants that:

1. it will comply with all laws, rules, and regulations;
2. it will conduct itself in an ethical manner and refer only bona fide Leads to Company. You cannot “self-refer”, which means that the affiliate fees will only result in transactions done by other people using your link;
3. it will not infringe or otherwise violate any third-party right;
4. its website will not be identical, copied in any way, nor will it mirror the look and feel of our site. Affiliate cannot in any way create an impression that its site is Company’s website or even mirror a part of Company’s website in any manner;
5. it will not engage in any behavior that is fraudulent, abusive or harmful to the site or program at our discretion;
6. it may not engage in cookie stuffing or include pop-ups or inaccurate or misleading links on your website. In addition, Affiliate will not attempt to mask the referenced URL information (ie, the page from which the click originated);
7. it will not use redirects to bounce a click from a domain that did not originate the click to make it appear as the click came from that domain. If Affiliate is found redirecting links to hide or manipulate the original source, Affiliate referral fees not yet paid by Company will be void and Affiliate’s account will get terminated. This doesn’t include using “out” redirects from the same domain where the affiliate link is placed;
8. it will not send unsolicited bulk-email (spam). Affiliate shall not create advertising sites that contain adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues or gambling, or content that is abusive, profane, hateful, threatening, harmful, abusive, abusive, harassing, or discriminatory (whether by race, ethnicity, religion, religion, sex, sexual orientation, physical disability, or otherwise);
9. it will not offer discounts, coupons, promo codes, or any other promotional offer that is not expressly authorized by VIPE in writing. VIPE may, on a case-by-case basis, offer you access to discounts, coupons, promo codes, or other promotional offers, and you agree to comply with all terms and limitations that VIPE establishes in connection with such promotional offers as well as all laws and terms. 
10. it must only use branded ad copy, content and media provided by Company. Any ad copy, content or media not provided by Company must be approved by Company prior to use.
11. it warrants it is a registered company doing business solely in North America, and will only provide referrals to companies or corporations registered within North America.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO AFFILIATE OR ANY THIRD PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LABILITY 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.

11. 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. AFFILIATE HAS NO RESPONSIBILITY TO COMPANY IF REFERRALS DO NOT LEAD TO SALES.

12. FTC Endorsement Compliance: It is the mission of Company to treat all our customers well. In line with this, we require all Affiliates to comply with applicable laws, regulations and guidelines regarding advertising and marketing, including without limitation, the Federal Trade Referral Fee (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. This means that all of Affiliate’s materials (e.g. emails, websites, blogs) must clearly disclose the fact that you are receiving compensation for referred customers. Company reserves the right to withhold the Referral Fee and terminate the relationship if Affiliate does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate. VIPE reserves the right to permanently withhold the Referral Fees and terminate this agreement if we determine, in our sole discretion, that you do not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate.

13. No License Grant. 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 VIPE TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “VIPE IP”) (OR ANY MISSPELLINGS OR VARIATIONS THEREOF OR OTHER TERM OR TERMS SIMILAR TO ANY OF THE FOREGOING) WITHOUT VIPE’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE VIPE 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 METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), SEARCH TERMS, KEYWORDS, CODE, OR ADVERTISING; (iii) ACT IN ANY WAY THAT CAUSES OR COULD CAUSE, CREATES OR COULD CREATE AN “INITIAL INTEREST CONFUSION” OVER THE USE OF VIPE IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF VIPE IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF VIPE’S 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 VIPE’S LEGAL COSTS AND FEES IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH VIPE SEEKS TO IMPLEMENT ITS RIGHTS UNDER THIS AGREEMENT OR IN REGARD TO ANY OF VIPE’S INTELLECTUAL PROPERTY RIGHTS.

14. Pay-per-click (“PPC”) restrictions. Unless the Company first gives you written permission, you agree to abide by the following restrictions:

1. You may not bid on any of our restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.
2. “Restricted Terms” is any of the following terms: Vipe, Vipe Inc, VipeCloud, VipeCloud Inc, vipecloud.com, https://vipecloud.com, VipeCloud coupon, VipeCloud discount code, VipeCloud discount, VipeCloud promo code, VipeCloud sale, VipeCloud promo, VipeCloud sales, VipeCloud deals.
3. You may not use our restricted terms, including any changes or misspellings above, in sequence with any other keywords.
4. You may not use our restricted terms as your title, ad copy, display name or display URL. You may not use any of our trademark terms as part of a domain or subdomain for our website.
5. You cannot direct links from any PPC advertisement to the site or use redirects that get the same result. Customers should be directed to a genuine page on your website. You cannot bid for any search term in any auction-style PPC advertising program in any way that looks more than us.
6. If you will automate your PPC campaigns, it is solely your responsibility to exclude the terms of your trademark from your marketing and related activities and we strongly suggest that you add our trademark terms as negative keywords.

15. Social Media Restrictions. When advertising or promoting the program on Facebook, Twitter, Instagram, YouTube and other social media platforms, you indicate and warrant that you will comply with the following requirements:

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

16. 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.

17. 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.

18. Governing Law and Jurisdiction. This Agreement, and any disputes, actions, claims, or causes of action arising out of or related to this Agreement, will be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of California, excluding its conflicts of law rules. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of competent jurisdiction for injunctive relief.

19. 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.

20. 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.

21. 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.

22. Notice. Notice to Affiliate may be given by a notification within the Payment Provider Portal 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@vipecloudms.wpenginepowered.com and will be effective when received.

23. 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 Program or any other commission based program. Company may amend this Agreement from time to time based on changes to the Program, in which case the new Agreement will supersede prior versions. Company will notify Affiliate of any material changes affecting its rights through a notification within the Payment Provider Portal 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,