PLEASE READ THESE REFERRAL PROGRAM TERMS (THIS “AGREEMENT”) CAREFULLY. BY APPLYING TO OR PARTICIPATING IN THE SALESQL REFERRAL PROGRAM (THE “PROGRAM”) AND/OR BY CLICKING A BUTTON AND/OR CHECKING A BOX MARKED “I AGREE TO AFFILIATE PROGRAM TERMS” OR SOMETHING SIMILAR, YOU (AS DEFINED BELOW) SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED HEREIN BY REFERENCE.
This Agreement applies to each individual or entity (“Affiliate,” “you,” or “your”) participating in the Program, which is operated by SALESQL LTD. (“SalesQL,” “us,” “we,” or “our”). This Agreement complements, and hereby incorporates by this reference, SalesQL’s Terms of Service, currently available at https://salesql.com/legal/terms as they may be updated from time to time (“Terms of Service”). In the event of any conflict or inconsistency between the Terms of Service and this Agreement, this Agreement will control to the extent of such conflict or inconsistency.
If you are a company, organization, or other entity, then (a) you are solely responsible for all acts and omissions of your employees, contractors, agents, and other representatives (collectively, “Affiliate Representatives”), and any act or omission by an Affiliate Representative that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you; and (b) you will make each Affiliate Representative aware of this Agreement’s provisions, as applicable to such Affiliate Representative, and you will cause each Affiliate Representative to comply with such provisions.
To apply for participation in the Program, you must: (a) agree to this Agreement; (b) submit an application to participate in the Program; and (c) provide a valid account for a payment processor (such as PayPal) acceptable to us, in our sole discretion (“Payment Method”). Your use of the Payment Method will be subject to separate terms made available by such Payment Method, and will not be governed by this Agreement. After your completion of the enrollment requirements described in this Section, you may be accepted into, and enrolled in, the Program. Acceptance into the Program may be granted, denied, or withheld in our sole discretion. SalesQL reserves the right to re-evaluate your enrollment in the Program at any time, and reserves the right to terminate this Agreement and/or your participation in the Program at any time, for any or no reason, upon notice to you. If you complete the enrollment requirements described in this Section on behalf of a company, organization, or other entity, then (i) each of “Affiliate,” “you,” and “your,” as used in this Agreement, includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
This is a contract between you and SalesQL. You may participate in the Program only if you can form a binding contract with SalesQL, and only in compliance with Applicable Law. The Program is not available to you if you were previously removed from the Program by SalesQL.
General Terms
If and when you are accepted into, and enrolled in, the Program, you will receive a unique URL (“Affiliate Link”) that you may display on your website(s), social media page(s), and/or other applicable channel(s) (collectively, including the content contained therein, “Affiliate Channels”), subject to the terms and conditions of this Agreement and any other guidelines we may make available from time to time.
Subject to the terms and conditions of this Agreement, for each entity that, within sixty (60) days of clicking on your Affiliate Link, subscribes to a paid plan for SalesQL services described at https://salesql.com/pricing each such entity, a “Customer,” and, each such paid plan, a “Subscription”), you will receive a portion of the revenue actually received by SalesQL for the Subscription’s first year, excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like (“Affiliate Fee”). If and when you are accepted into, and enrolled in, the Program, you will receive access to a dashboard designed to assist you in tracking clicks on your Affiliate Link, Subscriptions purchased by Customers, and your eligibility for Affiliate Fees (the “Dashboard”). The Affiliate Fee for which you may be eligible may vary according to the Subscription purchased by the applicable Customer; please refer to the Dashboard to review details regarding Affiliate Fee(s) for which you may be eligible. For clarity, any payments made by a Customer to SalesQL for products and/or services other than the Subscription (including, without limitation, support, implementation, and/or training services) are not eligible for, and will not be included in the calculation of, Affiliate Fees. You will not be entitled to any reimbursement of any expenses, or for any payment or compensation of any type, other than the Affiliate Fees, if any.
Limitations
Notwithstanding anything to the contrary in this Agreement:
1. you will not be entitled to Affiliate Fees, and SalesQL will be under no obligation to pay any Affiliate Fees to you, if such payment would constitute a violation of any Applicable Law, or if we deem, in our sole discretion, that you violated this Agreement;
2. you will not be entitled to Affiliate Fees, and SalesQL will be under no obligation to pay any Affiliate Fees to you, if the Customer is a past or current customer of any SalesQL products and/or services at the time of such Customer’s clicking on your Affiliate Link, or if SalesQL has already been, at the time of such Customer’s clicking on your Affiliate Link, engaged in communications with such Customer;
3. you will not be entitled to Affiliate Fees, and SalesQL will be under no obligation to pay any Affiliate Fees to you, in connection with any entity you may have referred to SalesQL outside of the Program and/or using any means other than your Affiliate Link;
4. you will cease accruing rights to Affiliate Fees effective upon the earliest of: (A) the one-year anniversary of the applicable Subscription, (B) the termination of this Agreement, and (C) the termination of your participation in the Program (whether you withdraw from the Program, or we terminate your participation);
5. the Affiliate Fee will be attributable only to the last Affiliate Link on which the applicable Customer clicked before purchasing the Subscription. For example, if a prospective Customer clicks on an Affiliate Link provided by Affiliate X, but then clicks on an Affiliate Link provided by Affiliate Y and purchases a Subscription, then Affiliate Y will receive the full Affiliate Fee applicable to such Subscription, even if the Subscription purchase is within sixty (60) days of the date on which such Customer clicked on Affiliate X’s Affiliate Link and Affiliate X meets all other conditions set forth in this Agreement regarding Affiliate Fees. Affiliate Fees will not be split or transferred under any circumstances.
Payment of Affiliate Fees
Subject to the terms and conditions of this Agreement, the Affiliate Fee applicable to each Customer will be initiated sixty (60) days after the commencement of such Customer’s Subscription (except that Affiliate Fees may not be initiated on holidays and weekends, in which case they will be initiated on or about the next business day), and will be made available in your Payment Method within several days after payment is initiated. The foregoing timelines are estimates only, and SalesQL does not guarantee that Affiliate Fees will be initiated or available to you in accordance with such estimated timelines. You hereby release SalesQL from any and all claims, actions, demands, liabilities, losses, damages (whether direct, indirect, incidental, consequential, or otherwise), judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) of every kind and nature, known and unknown (collectively, “Losses”), arising out of or related to a payment (or pending payment) of Affiliate Fees that does not meet the foregoing estimated timelines.
If a refund is issued to a Customer (including, without limitation, due to such Customer’s cancellation of its Subscription), or a payment from a Customer is charged back or reversed, after the Affiliate Fee associated with such payment by Customer has already been made available in your Payment Method, then SalesQL will, at its option: (i) debit your Payment Method for an amount equal to such refund, chargeback, or reversal amount, (ii) reduce or set off against any future Affiliate Fees due to you hereunder by an amount equal to such refund, chargeback, or reversal amount, or (iii) invoice you for an amount equal to such refund, chargeback, or reversal.
Compliance with Law
You represent and warrant that, in connection with your participation in the Program, you, the Affiliate Channel(s), and any advertising materials and/or other materials you create, author, and/or use in connection with the Program do not and will not violate any applicable federal, state, local, international, or foreign law (including any law arising under common law), statute, regulation, rule, or guideline (including any guideline created and/or enforced by a self-regulatory organization), including, without limitation, the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. and the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (together, “Privacy Laws”); the CAN-SPAM Act and the Telephone Consumer Protection Act; the U.S. Federal Trade Commission’s (“FTC”).
General Restrictions
You represent and warrant that:
1. you will use your Affiliate Link without manipulation or modification of any kind;
2. you will not engage in any behaviors that are fraudulent, abusive, or harmful to SalesQL (including, without limitation, the Site (as defined below)) and/or the Program, as determined by us in our sole discretion;
3. no Affiliate Channel will in any way copy, resemble, or mirror the look and feel of SalesQL’s website, currently available at https://salesql.com/ (including any successor and related sites, the “Site”), and you will not use any means to create the impression that any Affiliate Channel is the Site or any part of the Site, including by framing of the Site in any manner;
3. you will not engage in cookie stuffing or include pop-ups or false or misleading links on any Affiliate Channel, and you will not attempt to mask the referring URL information (i.e., the page from which the click is originating);
4. you will not use your Affiliate Link to purchase a Subscription (A) if you are an entity, for yourself or your parent, subsidiary, or affiliate, or (B) if you are an individual, for yourself, your employer, or any other organization to which you provide services;
5. if you are an individual, you will not send your Affiliate Link or any marketing messages in connection with the Program to any third party via SMS or text message;
6. you will not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking);
7. you have express permission and all necessary rights to use reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of (as applicable) any and all materials (such as text, images, graphics, illustrations, logos, trademarks, and service marks) that are owned by third parties and that you use in connection with the Program and/or the Affiliate Channel(s);
8. no Affiliate Channel, nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program, does or will infringe on our or anyone else’s copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”), publicity rights, privacy rights, or other rights;
9. you will not send unsolicited bulk-emails (spam) that contain your Affiliate Link or otherwise in connection with the Program;
10. you will not display your Affiliate Link on sites and/or apps that contain or reference, and no Affiliate Channel nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program will contain or reference, nudity, pornography or other sexually explicit materials; weapons or graphic violence (including any violent video game images); alcohol, drugs, tragedy, transportation accidents, sensitive social issues, fake news, or gambling; or content that is offensive, obscene, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), that is solicitous of any unlawful or offensive behavior, or that may create a risk or threat of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person or animal, in each case as determined by us in our sole discretion;
11. you will not offer any discount, coupon, free trial, promo code, or other promotional offer in relation to the Program or any Subscription that is not expressly authorized by SalesQL in writing in advance;
12. no Affiliate Channel, nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program, does or will contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to, or are likely to, damage, interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information (as defined below);
13. no Affiliate Channel, nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program, does or will contain software, or use technology, that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website, including, without limitation, toolbars, browser plug-ins, extensions, and add-ons;
14. unless otherwise agreed upon in writing by SalesQL, you will not promote any SalesQL products or services through a sub-affiliate network.
Pay-Per-Click (“PPC”) Restrictions
You may not direct link to the Site from any PPC ad, nor use redirects that yield the same result. We have a zero-tolerance policy on PPC trademark bidding. If you violate this Section 4, you will forfeit any and all Affiliate Fees attributable, directly or indirectly, to the violation; your Affiliate Fee balance may be set to $0 without warning; and we may terminate your participation in the Program, in our sole discretion, upon notice to you.
You may not bid on any Restricted Terms, including any variations or alternative spellings thereof, for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook, or any other network. You may not use any Restricted Terms, including any variations or alternative spellings thereof, in sequence with any other keyword. You may not use any Restricted Terms in your ad title, ad copy, or display name, or as the display URL of any Affiliate Channel. You may not use any of our trademarked terms as part of the domain or sub-domain for any Affiliate Channel.
“Restricted Terms” means the following terms: SalesQL, salesql.com, SALESQL LTD, any variations or alternative spellings of the foregoing, and any of the foregoing accompanied or not by “coupon,” “discount code,” “discount,” “promo code,” “promo,” “sale(s),” and/or “deal(s).”
Social Media Guidelines
You represent and warrant that, to the extent you advertise or promote Subscriptions on Facebook, Twitter, Instagram, YouTube, Pinterest, TikTok, and/or other social media platforms (collectively, “Social Media Platforms”):
1. you will NOT create any Social Media Platform accounts, forums, or groups (including, without limitation, Facebook Groups) that include any of our names, trademarks, service marks, or logos in the page/group/forum name and/or username;
2. whenever you post your Affiliate Link or any content about SalesQL, the Program, and/or our products and services, including, without limitation, Subscriptions, on Social Media Platforms, you will include in the same content that it's an affiliate link.
The maintenance and the updating of the Affiliate Channel(s) will be your sole responsibility. We have the right to monitor the Affiliate Channel(s) at any time to determine their compliance with the terms and conditions of this Agreement. We may notify you of any changes to the Affiliate Channel(s) that must be made for your participation in the Program to continue. If you do not promptly make the requested changes to the Affiliate Channel(s), we may terminate your participation in the Program, effective immediately upon written notice to you.
You will maintain accurate and complete records relating to your conduct in connection with the Program during your participation in the Program and for three (3) years thereafter. Upon request, you will enable SalesQL or its designated service provider to audit your records and other relevant materials to verify your compliance with this Agreement and any other guidelines we may make available from time to time. In addition, you will promptly provide such records and other materials, as well as other cooperation and assistance, as may be reasonably requested by SalesQL from time to time. You will promptly notify SalesQL in writing of any inquiry received by you from any news media, reporter, publication, trade association, or governmental authority, and of any complaints or allegations of wrongdoing received by you, with regard to SalesQL, the Program, or your conduct under this Agreement and/or in connection with the Program.
SalesQL reserves the right to change, modify, and/or eliminate the Program and/or all or any portion of this Agreement or any policy pertaining to the Program in its sole discretion, at any time, for any or no reason, including by discontinuing or changing the terms applicable to the Affiliate Fees, or by merging the Program with another program. If we make changes to this Agreement, we will post the amended Agreement at https://salesql.com/legal/affiliate-program-terms and update the ‘last modified’ date at the top of the page. We may also attempt to notify you of such changes in other ways, including via email. Unless otherwise stated by us in writing, the amended Agreement will be effective immediately upon its posting, and your continued participation in the Program after the amended Agreement is posted will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop participating in the Program.
We may terminate this Agreement and/or your participation in the Program in accordance with the terms hereof. You may terminate your participation in the Program, with or without cause, by giving us at least ten (10) days’ written notice. Upon any termination your participation in the Program, (a) you will immediately cease all activities in connection with the Program, (b) you will immediately cease all use of, and remove from the Affiliate Channel(s), your Affiliate Link and all materials provided by or on behalf of us to you (including all Licensed Materials (as defined below)) in connection with the Program, and (c) you will cease accruing rights to Affiliate Fees. Any outstanding payment obligations and all provisions that, by their nature, should survive the termination of this Agreement and/or your participation in the Program.
SalesQL reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. SalesQL may also, in the future, offer new services and/or features through the Services (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
SalesQL may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your SalesQL account (if you have one), you may simply discontinue using the Services. Notwithstanding the foregoing, if you have a paid SalesQL account, such account can only be terminated by SalesQL if you materially breach this Agreement and fail to cure such breach within thirty (30) days from SalesQL’s notice to you thereof; provided that, SalesQL can terminate the Services immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Services is provided “as is”. SalesQL and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither SalesQL nor its suppliers and licensors, makes any warranty that the Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Services at your own discretion and risk.
In no event will SalesQL, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to SalesQL under this agreement during the twelve (12) month period prior to the cause of action. SalesQL shall have no liability for any failure or delay due to matters beyond or not within their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You represent and warrant that (i) your use of the Services will be in strict accordance with the SalesQL Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Services will not infringe or misappropriate the intellectual property rights of any third party.
You agree to indemnify and hold harmless SalesQL, its contractors, its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Services, including but not limited to your violation of this Agreement.
.svg)
.svg)
.svg)
.svg)
.svg)
