Affiliate Partner Agreement
Last Updates: April 2021
The Startup Circles Affiliate Programme
What is it?
The Startup Circles Affiliate programme allows you to be an advocate for the Startup Circles suite of products, and other solutions and services offered by Startup Circles (the“Services”) and make a commission on each new paying customer that enrols for the Services through you. The Startup Circles Affiliate programme is a part of Startup Circles Partner programme, which is described in further detail below.
What are Affiliate partners?
These partners are advocates for the Startup Circles Services. Affiliates receive a commission based on the number of new, paid subscribers that purchase the Services using their referral link. The terms of the Affiliate Partner programme are set forth in the Affiliate Partner Referral Agreement below.
Please note, that while we colloquially refer to the entities and individuals that register for these programmes as “partners”, these individuals and entities are, as between them and Startup Circles, independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between them and us, and neither they nor us will have the ability to act on behalf of, or otherwise bind, the other, except as expressly provided in the programme agreements.
What do I do as an affiliate?
You’ll get a unique referral link after signing up to be a Startup Circles affiliate. Whenever you tell a potential new customer about Startup Circles and how we can help launch and grow their business, just use that link, and we will take care of the rest. You can provide the link through a number of ways, including through your own promotional website, email campaigns, social media posts, blogs, videos, and even text messages, so long as you comply with applicable laws and our policies when doing so. When a new customer purchases Startup Circles Services through your referral link and continues their subscription through a “hold” period (usually 1 month), you’ll receive a commission on their purchase.
What does Startup Circles expect from affiliates?
We expect affiliates to act as advocates and ambassadors of the Startup Circles brand. This includes having an understanding and knowledge of how our Services work. Affiliates must follow the brand usage guidelines which includes proper use of “Startup Circles” and appropriate display of brand logos.
What does Startup Circles do to help affiliates be successful?
During your experience as a Startup Circles affiliate, we will send you updates of any promotional events for our Services. We will also provide additional materials to help you communicate with your audience. Currently Startup Circles will provide a flat commission of 40% to affiliates. We may revise or change our pricing and commission structure at any time at our discretion.
What are the next steps?
There are a few nuts and bolts that need to be completed before you can start making commissions on the new subscribers you bring in.
First, you must:
- Complete your affiliate application on our website and
- Agree to be bound by the following legal terms that govern the programme.
The Startup Circles Affiliate Referral Programme Agreement
This Affiliate Referral programme Agreement (this“Agreement”) contains the complete terms and conditions that apply to your participation in Startup Circles Affiliate Referral programme. As used in this Agreement, “we,” “us” or “Startup Circles” means Startup Circles Pty (Ltd) and “you,” “your” or “Affiliate,” means you as the affiliate participating in this programme. “Affiliate Site” individually and collectively means your website and/or e-mail communications. “Affiliate Referral programme” means the programme we manage or control by which participating entities place links on their Affiliate Site that connect to the Startup Circles website and for which a commission is earned for new Startup Circles customers.
a. Once you have signed up as an affiliate, we will provide you with a unique referral link (“Link”) that links to a Startup Circles website to start the enrolment process. Whenever you tell a potential new subscriber about Startup Circles and how we can help them launch and grow their business, you or the potential new subscriber will just use that Link, and we will take care of the rest. You must use the Link, otherwise, we have no way of tracking or knowing where the new subscriber came from, and we will not be able to pay you your commissions. To qualify under the Affiliate Referral programme, any new subscriber must not have been a previous subscriber to any of our Services. b.You and Startup Circles will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on a Startup Circles website designated by us via a special tagged link format.
3. Use of Startup Circles Trademarks
a. Startup Circles hereby grants to you during the Term (defined in Section 6 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the Startup Circles website and to use Startup Circles trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services. b. The foregoing license does not include the right to, and Affiliate will not modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks. Affiliate will comply with any trademark usage guidelines and instructions provided by Startup Circles in connection with Affiliate’s use of the Marks. We will have the right to review and monitor Affiliate’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at Startup Circles’ request and direction, Affiliate will, at its sole cost, promptly correct any non-complying use of the Marks. Affiliate will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks. Affiliate will at all times maintain a high level of quality for the Affiliate Site. c. Except as set forth above, we each reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.
4. Restricted Activities
a. General Restrictions. Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for Startup Circles and the Services. Without limiting the generality of the foregoing, Affiliate will not:
i. use any inappropriate form of promotional, marketing, or advertising activity with your Link or Affiliate Site, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Startup Circles and the Services; ii. engage in any unfair or deceptive trade practice involving the Services; iii. participate in any promotion, advertising, marketing, or sale of any imitation of the Services; iv. include or provide for in any Affiliate Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information; and v. impersonate any Startup Circles employee; vi. use any Marks to mislead potential new subscribers into believing you are endorsed or employed by Startup Circles; vii. use the string “Startupcircles” for any website domain name; viii. spam or send bulk-emails including Links; ix. use paid advertising, search, or social pages for promoting Links; x. use its own Link to purchase any Services; and xi. make or authorise any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with Startup Circles’ standard terms and policies, or that has not been approved or otherwise authorised by Startup Circles in writing.
b. Anti-Corruption Compliance. You understand and agree that:
i. You will comply with all applicable international anti-corruption and anti-bribery laws and regulations ii. You will not, directly or indirectly offer, promise, or give any payment or anything of value to a government official, or any other individual or entity, where the intent is to improperly influence any act or decision of the government official, or other individual or entity, to obtain or retain business or some other benefit or commercial advantage; iii. You will not, directly or indirectly, solicit or accept any sort of payment or anything of value from anyone, where the intent is to improperly influence any act by you, any third-party acting on your behalf, or Startup Circles; iv. You acknowledge that you have not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value in connection with this Agreement.
a. You don’t have to worry about collecting any funds from any of the new subscribers you refer to us. Startup Circles will bill the customer directly and will be solely responsible for collecting payment. When a new customer subscribes to the Services through your Link and continues as a customer for at least 60 days, we’ll then pay you a commission based on the amount of the monthly payments we collect from them as a Startup Circles’s customer. The base commission for any affiliate is forty percent (40%) of the monthly revenue received from such subscribers. c. As an Affiliate of the Affiliate Referral programme, we will provide you with access to the Affiliate Referral programme Dashboard using your log-in credentials. There, you can see a summary report for all new subscriptions directed from your Link, including information on new subscriber pricing plans and the associated commissions. When a new subscriber enrols for any of the Services on a paid plan through your Link, that subscriber will be shown under the “Pending Commissions” section of the Dashboard. After the first 60 days, the commission amount will then be shown under the “Due in Next Payment” section of the Dashboard. d. Approved commissions following the first 60-day period will be payable to you within 30 days of the end of each calendar month. We will pay you your commission through your PayPal account as long as you have a balance of $100 or more under the “Due in Next Payment” section and a minimum of two new subscribers. e. You and Startup Circles, will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement. f. At Startup Circle’s discretion, it may increase affiliate commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. Startup Circles does not guarantee increases in commission to any affiliate, and Startup Circles retains the right to change, modify, or cancel any commission plan at any time.
7. Term and Termination
a. The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination. b. You are only eligible to earn commissions on new subscriptions occurring during the Term and that remain subscribed for at least 60 days as of the effective date of termination. Startup Circles may, in its sole discretion, pay you commissions for any new subscribers that remain subscribed for 60 days after the effective date of termination, but has no obligation to do so.
8. Representations and Warranties
Each of us hereby represents and warrants to the other that: a. it has full power and authority to enter into this Agreement and to perform its obligations hereunder; b. it has obtained all permits, licenses, and other governmental authorisations and approvals required for its performance under this Agreement; and c.it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
a. Startup Circles will remain solely responsible for the operation of the Startup Circles website and Services, and you will remain solely responsible for the operation of the Affiliate Site. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service. b. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND AFFILIATE REFERRAL programme ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STARTUP CIRCLES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. c.UNDER NO CIRCUMSTANCES WILL STARTUP CIRCLES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF STARTUP CIRCLES HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. STARTUP CIRCLES’ ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of any Affiliate Site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights in respect of your Affiliate Site and activities under this Agreement.
11. General Provisions
a. You and Startup Circles are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us. b. Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimise the impact of the event. c. This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorised agent of each party. d. If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.