Triple Whale Affiliate Program
Terms & Conditions
This Triple Whale Affiliate Program Agreement (“Agreement”) is a binding agreement between Triple Whale Inc.,(“Triple Whale”) and you (“Affiliate” or “Partner”), (collectively, the “Parties”) as of the date that this agreement is accepted by checking the acceptance box (“Effective Date”).
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS LIABILITY LIMITS AND 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 AND MAY NOT PARTICIPATE IN THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE COUNTRY OF RESIDENCE, OR THAT YOU ARE THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OR COUNTRY OF RESIDENCE AND YOU HAVE GIVEN US YOUR CONSENT TO ALLOW ANY OF YOUR MINOR DEPENDENTS TO USE THE PROGRAM.
For the purpose of this agreement:
“Client” means a person and/or entity that has entered into a Software as a Service Agreement (“SaaS” Agreement) with Triple Whale and has paid its fees as per the SaaS Agreement.
“Commission” means the commission amount to which a Partner is entitled pursuant to the Triple Whale Affiliate Program.
“Confidential Information” means any and all information disclosed by the disclosing Party to the recipient Party pursuant to this Agreement relating to its products, services, customers, marketing, research and development, business and finances, including all technical information, data, documentation, code, prototypes and copies thereof, which is either explicitly marked or noted at the time of disclosure as confidential or which a reasonable party would deem to be non-public and confidential having regard to the circumstances surrounding disclosure. Confidential Information shall not include information which a recipient Party can establish to have: (i) become publicly known through no action on the recipient's part; (ii) been lawfully known by the recipient prior to receipt; (iii) been independently developed by the recipient without reference to any information received from the disclosing Party; or (iv) been approved for public release by the written authorization of the disclosing Party. Specific information received shall not be deemed to fall within the exceptions to Confidential Information set forth above merely because it is embraced by general information within the exception.
“Triple Whale Affiliate Program” or “TW Affiliate Program” or “Program” means, collectively, the affiliate program, policies, benefits, and obligations governing the Triple Whale affiliate program, as set forth in this Agreement.
“Triple Whale Platform” means the proprietary Software as a Service Platform offered by Triple Whale through which Client may manage its partner program(s) to enable Client’s partners to market, refer or sell Client’s product(s).
“Triple Whale Marks” means all trademarks, trade names, service marks, service names and logos used by Triple Whale at any time.
PURPOSE
1.1 Triple Whale owns a unique proprietary platform through which Triple Whale’s Clients can build, manage and grow their partner programs. Affiliate will be able to refer prospective clients to Triple Whale and this Agreement will govern the terms and conditions of this Triple Whale Affiliate Program.
PROGRAM ENROLLMENT
2.1 Application. Affiliates will be required to complete an application, upon completing this application, Triple Whale will make reasonable efforts to review the application within seven (7) days and will notify the applicant of acceptance or rejection to the Program via email, or through the Triple Whale Platform. Triple Whale reserves the right to reject any application in its sole discretion.
2.2 Acceptance. When and only when Triple Whale has accepted the applicant into the Program and the applicant has received notification of acceptance into the Program, the terms and conditions of this Agreement are accepted by the applicant, from here on out referred to as the Affiliate.
2.3 Acceptance and participation into the Program does not constitute acceptance and participation into Triple Whale’s other partner programs and the terms of this Agreement are mutually exclusive to those of the other partner programs.
LEAD SUBMISSION RULES
3.1 Partners’ Affiliate Leads. Are solely leads that apply for Triple Whale Services using one of the Partner’s links that was created in their Triple Whale dashboard. Triple Whale will only pay out Commission to Partners in the Program for Affiliate Leads that become paying Clients for Services, and will not pay for referred leads solely utilizing Triple Whale’s free tools (Founders Dash, Trends, etc.).
3.2 Invalid Leads; Rejection. An Affiliate Lead is not considered valid if they are
(a) a pre-existing Triple Whale Client
(b) involved in Triple Whale’s active sales process
(c) involved with a current Triple Whale agency partner
(d) a brand that does less than $500,000 in annual revenue through its ecommerce website
The Program uses last touch attribution for Affiliate Leads, meaning if a lead visits Triple Whale through multiple Affiliate links, the conversion credit and any related commissions will go to the Affiliate’s link that was used on the final visit before the conversion.
Triple Whale has the right to reject an Affiliate Lead at it’s sole discretion.
3.2 Lead expiration. If an Affiliate Lead takes no action with Triple Whale within 30 days of their initial submission, Partner is no longer eligible to receive attribution for that Affiliate Lead.
3.3 Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, Triple Whale SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
COMMISSIONS AND PAYMENT
4.1 Commissions. Partner shall be eligible for Commission payments as set forth in Schedule “A”; so long as:
(a) the Affiliate Lead has entered into a subscription agreement with Triple Whale for the Service and
(b) Triple Whale has received the subscription payment from the Affiliate Lead, from here on out referred to as the Client, which may be monthly, quarterly, or annual, depending on Triple Whale’s arrangement with the applicable Client.
(c) the Affiliate Lead remains a Triple Whale client for the duration of the 60 day money back guarantee period
Commissions to Partner will be paid on a pro rata basis based on the frequency of the Client’s payments to Triple Whale (ie., monthly or quarterly) via the payment processors on the Triple Whale Platform only. Commissions payable on additional or subsequent years, if any, are contingent on receipt by Triple Whale of those subsequent subscription fees.
4.2 Commission Calculations; Payments. Commissions are payable only on subscription fees for the Service. All other fees charged by Triple Whale are not eligible for commissions, including, without limitation, fees for support, professional services, rewards, transactional fees or training. All Commissions will be made available to Affiliate via the Triple Whale Platform, immediately after Triple Whale is in receipt of subscription fees. All calculations by Triple Whale shall be considered final, absent manifest error.
4.3 Entitlement to Commission. Partner’s entitlement to Commissions, if any, shall be solely determined by Triple Whale, acting reasonably and in good faith. To be eligible to receive commissions under this Agreement, Partner must have:
(i) agreed to the terms of this Agreement
(ii) completed all steps necessary to create a Partner account in the Triple Whale Platform (iii) have a valid and up-to-date payment method in the Triple Whale Platform.
4.4 Taxes. Partner is responsible for calculating and paying any and all taxes related to the Commissions paid by Triple Whale to Partner pursuant to this Agreement, including, without limitation, all federal, provincial, state, local or other governmental taxes, income and withholding taxes.
PROPRIETARY RIGHTS
5.1 No Rights to Intellectual Property Rights. Partner acknowledges that all Intellectual Property Rights and the goodwill associated therewith belong exclusively to Triple Whale. Partner shall not acquire any right, title or ownership in the Intellectual Property Rights.
5.2 Protection of Intellectual Property Rights. Partner agrees not to remove, modify or deface any Triple Whale Marks from any marketing materials provided by Triple Whale. Partner shall comply with all Triple Whale instructions and guidance relating to the form and manner in which the Triple Whale Marks may be used including updating all materials from time to time.
Triple Whale will notify Affiliate via the Triple Whale Platform of any updates to logo, branding, images etc. and Affiliate will have 30 days to update any Triple Whale Marks on their site, or anywhere else they may be using them.
5.3 Use of Trademark. During the term of this Agreement, in the event that Triple Whale makes the Triple Whale trademark available to Partner, Partner may use the Triple Whale trademark so long as the usage follows the requirements listed in this section. Partner must:
(i) only use the exact images of the Triple Whale trademark that are explicitly made available to Partner, without altering them in any way;
(ii) only use the Triple Whale trademarks in connection with the Program and this Agreement;
(iii) comply with the Triple Whale vendor kit and Trademark Usage Guidelines; and
(iv) immediately comply to any Triple Whale employee requests that Partner discontinues use.
Partner must not:
(i) use the Triple Whale trademark in a misleading or disparaging way;
(ii) use the Triple Whale trademark in a way that implies Triple Whale endorses, sponsors or approves of Partner’s services or products; or
(iii) use the Triple Whale trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
PARTNER REPRESENTATIONS AND WARRANTIES
6.1 Pay-per-click restrictions (“PPC”). Unless Triple Whale first gives Partner written permission, Partner agrees to abide by the following restrictions:
Partner may not bid on any of Triple Whale’s Restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.
(i) “Restricted” is any of the following terms: Triple Whale, Triple Whale Inc., Triple Whale.com, https://Triple Whale.com coupon, Triple Whale discount code, Triple Whale discount, Triple Whale promo code, Triple Whale sale, Triple Whale promo, Triple Whale sales, Triple Whale deals. Partner may not use these restricted terms, including any changes or misspellings above, in sequence with any other keywords.
(ii)Partner may not use these Restricted terms as title, ad copy, display name or display URL. Partner may not use any of these Restricted List part of a domain or subdomain for our website.
(iii) Partner may not direct links from any PPC advertisement to their site or use redirects that get the same result. Affiliate Leads should be directed to a genuine page on Partner’s website.
(iv) If Partner automates their PPC campaigns, it is solely Partner’s responsibility to exclude the terms of Triple Whale’s trademark from marketing and related advertising activities.
6.2 Marketing Efforts. Partner shall use commercially reasonable efforts to market and sell (by referrals to Triple Whale) the service to potential Clients. Partner shall not engage in any misleading or deceptive marketing practices. Partner is responsible for any and all costs incurred by Partner in its marketing activities related to this Agreement. The sole compensation for Partner’s efforts pursuant to this Agreement shall be the Commissions set out in Schedule A of this Agreement. Partners may not use their own Affiliate Link to purchase Triple Whale products for themselves.
6.3 Compliance with Laws. Partner shall comply with all applicable laws, rules, regulations and best practices relating to its activities in furtherance of this Agreement, including, without limitation to, all anti-spam laws, privacy laws and data protection laws.
6.4 Confidentiality; Non-Disclosure. Partner acknowledges and agrees that they will not:
(a) make use of any Triple Whale Confidential Information except to carry out activities under this Agreement; or
(b) in any way disclose any Confidential Information to any person or entity, other than its own personnel to the extent necessary to carry out this Agreement and only to those of its personnel who have agreed to be bound by confidentiality obligations substantially similar to those of Partner set out in this Agreement.
Partner agrees to use reasonable efforts and no less than industry standard to protect the Confidential Information.
6.5 Triple Whale Marks. Triple Whale hereby grants to Partner a non-exclusive, non-transferable, non-assignable right and license to use, copy, display and advertise the Triple Whale’s name and the Triple Whale Marks during the term of this Agreement for the purpose of carrying out Partner’s activities under this Agreement.
6.6 Non-Disparagement. During the term of this Agreement and for one (1) year thereafter, Partner shall not make any disparaging statement, either orally or in writing, regarding Triple Whale, any of its shareholders, directors, officers, employees or agents or the Service.
WARRANTY AND DISCLAIMER
7.1 NO WARRANTIES. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, Triple Whale PROVIDES NO WARRANTY OR INDEMNITY REGARDING THE SERVICE OR ITS PERFORMANCE. Triple Whale EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INDEMNITIES, COVENANTS AND CONDITIONS, ORAL OR WRITTEN, EXPRESS, IMPLIED, WHETHER ARISING UNDER CUSTOM, COMMON LAW OR STATUTE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Triple Whale GIVES NO WARRANTY THAT THIS ARRANGEMENT WILL RESULT IN A CERTAIN LEVEL OF SALES, COMMISSIONS OR FINANCIAL BENEFIT TO THE PARTNER.
INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 INDEMNIFICATION. Partner will indemnify, defend and hold Triple Whale harmless, at Partner’s own expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against Triple Whale (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Triple Whale to the extent that such Action is based upon or arises out of:
(a) Partner’s participation in the TW Affiliate Program,
(b) our use of the prospect data you provided Triple Whale,
(c) Partner’s noncompliance with or breach of this Agreement,
(d) Partner’s use of the Triple Whale Platform or
(e) Partner’s use of the Triple Whale Marks.
Triple Whale will: notify Partner in writing within thirty (30) days of becoming aware of any such claim; give Partner sole control of the defense or settlement of such a claim; and provide Partner (at Partner’s expense) with any and all information and assistance reasonably requested by Partner to handle the defense or settlement of the claim. Partner may not accept any settlement that:
(i) imposes an obligation on Triple Whale;
(ii) requires Triple Whale to make an admission; or
(iii) imposes liability not covered by these indemnifications or places restrictions on ParnterStack without Triple Whale’s prior written consent.
8.2 LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, Triple Whale’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT AND THE SERVICE WILL NOT IN ANY EVENT EXCEED THE TOTAL OF ALL COMMISSION AMOUNTS PAID BY Triple Whale TO PARTNER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS REFERRED TO IN THIS PARAGRAPH SHALL APPLY TO ALL INDEMNITY OBLIGATIONS, ACTS OR OMISSIONS OF Triple Whale, AND REGARDLESS OF THE FORM OF ANY ACTION, WHETHER PURSUANT TO STATUTE, CONTRACT, TORT, EQUITY OR ANY OTHER FORM OF ACTION.
8.3 LOST PROFITS, CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUE OR LOST PROFITS OR FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
TERMINATION
9.1 Termination This Agreement may be terminated at any time by: (a) either Party upon thirty (30) days written notice to the other Party or (b) by Triple Whale immediately upon notice if Partner breaches any provision of this Agreement. If Triple Whale terminates the Agreement, payment obligations of the Agreement shall survive for a period of one (1) month after termination of the Agreement; provided that Affiliate is only entitled to Commission for new Clients which it has referred to Triple Whale prior to the effective date of termination of the Agreement.
MISCELLANEOUS PROVISIONS
10.1 Assignment. Without the prior written consent of Triple Whale, Partner may not assign this Agreement or any of its rights or obligations hereunder.
10.2 Entire Agreement, Amendment. This Agreement contains the entire understanding of the parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective or binding unless agreed to in writing by both parties.
10.3 Notices. Notice to Partner will be sent within the Triple Whale Platform and/or by email to Affiliate to the email address provided to Triple Whale. Notice will be effective when given. Notice to Triple Whale must be given by email to Triple Whale at legal@Triple Whale.com and will be effective when received.
10.4 Force Majeure. Except for confidentiality obligations, neither Party shall be liable for any delay or failure to perform its obligations in this Agreement directly attributable to circumstances beyond its reasonable control.
10.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.
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