Agency Partner Terms of Service

Triple Whale Agency Partner Program

Terms & Conditions

This Triple Whale Agency Partner Program Agreement (“Agreement”) is a binding agreement

between Triple Whale Inc.,(“Triple Whale”) and you (“Partner”), (collectively, the “Parties”) as of

the date that this agreement is accepted by checking the acceptance box, registering for the

Partner Program or otherwise making referrals to Triple Whale (“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.

DEFINITIONS

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 Agency Partner Program as set forth at

https://kb.triplewhale.com/en/articles/7128147-triple-whale-agency-partner-program.

“Confidential Information” means any and all information relating to Triple Whale’s 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 Partner can establish to

have become publicly known through no action or inaction by Partner. 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 Agency Partner Program” or “TW Partner Program” or “Program” means,

collectively, the agency partnership program, policies, benefits, and obligations governing the

Triple Whale agency partner 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. Subject to Partner’s compliance with this

Agreement, and Triple Whale’s discretion at all times, Partner may refer prospective clients to

Triple Whale and this Agreement will govern the terms and conditions of this Triple Whale

Agency Partner Program.

PROGRAM ENROLLMENT

2.1 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 “Partner Leads” are solely leads that apply for the Triple Whale Platform using one of the

Partner’s links that was created in their Triple Whale dashboard that meet all the requirements

set forth herein (including Section 3.2). Triple Whale will only pay out Commission to Partners in

the Program for Partner Leads that become paying Clients for the Triple Whale Platform, and

will not pay for referred leads solely utilizing Triple Whale’s free tools (Founders Dash, Trends,

etc.).

3.2 Invalid Leads; Rejection. A Partner Lead is not considered valid if:

(a) the Partner Lead is a pre-existing Triple Whale client

(b) they are already involved in Triple Whale’s active sales process

(c) A time frame of six (6) months passes, from date of lead submission, without communication

or activity from the lead/client to Triple Whale

(d) the Partner Lead is a (i) national or resident of, or any entity organized in (or directly or

indirectly controlled by an entity organized in), Cuba, Sudan, North Korea, Iran, Syria or any

other country to which the U.S. has embargoed goods; or (ii) any person or entity identified on

the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce

Department’s Table of Denial Orders.

The Program uses last touch attribution for Partner Leads, meaning if a lead visits Triple Whale

through multiple Partner or Affiliate links, the Commission will only go to the Partner or Affiliate

link that was used on the final visit before the conversion.

Triple Whale has the right to reject a Partner Lead at its sole discretion.

3.3 Lead expiration. If a Partner Lead takes no action with Triple Whale within six (6) months of

their initial submission, Partner may be no longer eligible to receive a Commission for that Lead.

3.4 Cookie Duration. COOKIES USED AS PART OF THE PARTNER 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 Partner Lead has entered into a subscription agreement with Triple Whale for the Service

and

(b) Triple Whale has received the subscription payment from the Partner 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 Partner Lead remains a Triple Whale client for a minimum of 61 days

(d) Partner is in good standing in compliance with this Agreement

Commissions to Partner will be paid on a pro rata basis based on the frequency of the Client’s

payments to Triple Whale (i.e., 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 Triple Whale Platform. 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 Partner via the Triple

Whale Platform, 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 a

Commission, Partner must have:

(i) agreed to and complied with the terms of this Agreement

(ii) completed all steps necessary to create a Partner account in the Triple Whale Platform, and

(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 Partner via the Triple Whale Platform of any updates to logo, branding,

images etc. and Partner 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 Mark available to Partner, Partner may use the Triple Whale Mark so long as

the usage follows the requirements listed in this section. The use by Partner of any Triple

Whale Mark in connection with this Agreement shall not create any right, title or interest, in or to

the Triple Whale Marks in favor of Partner and all goodwill associated with the use of the Triple

Whale Marks shall inure to the benefit of Triple Whale. Partner shall not register, seek to

register or contest the validity of the Triple Whale Marks in any jurisdiction and shall not itself

use any name, mark or designation that is confusingly similar to any of the Triple Whale Marks.

Partner must:

(i) only use the exact images of the Triple Whale Mark that are explicitly made available to

Partner, without altering them in any way;

(ii) only use the Triple Whale Marks 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 Mark in a misleading or disparaging way;

(ii) use the Triple Whale Mark in a way that implies Triple Whale endorses, sponsors or

approves of Partner’s services or products; or

(iii) use the Triple Whale Mark 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. Partner 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. In no event shall Partner make any

representation, guarantee or warranty concerning Triple Whale, Triple Whale’s products or

services, or the terms of any SaaS Agreement, except as expressly authorized in writing by

Triple Whale. 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 at

https://kb.triplewhale.com/en/articles/7128147-triple-whale-agency-partner-program, including

any terms, conditions, commission periods and tiers set forth therein. Partners may not use their

own Partner 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 will be responsible for ensuring that its personnel

comply with the terms of 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 Triple Whale

Platform.

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

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 Agency Partner 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 Triple Whale

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 WILL NOT IN ANY EVENT (A) INCLUDE ANY LOST REVENUE OR LOST

PROFITS OR FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR

SPECIAL DAMAGES, WHETHER OR NOT TRIPLE WHALE HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, OR (B) 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.

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 Partner 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. Triple Whale may assign its rights

under this Agreement at any time without Partner’s consent.

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.

This Agreement may need to change from time to time to accommodate changes to the Triple

Whale Agency Partner Program. Triple Whale may change this Agreement at any time, but if

we do, we will place a notice on our website, send you an email, and/or notify you by some

other means. Except for changes by us as described here, no other amendment or modification

of this Agreement will be effective unless in writing and signed by both Partner and Triple

Whale.

10.3 Notices. Notice to Partner will be sent within the Triple Whale Platform and/or by email to

Partner 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 State of Ohio. Exclusive jurisdiction and venue for any action arising under this

Agreement is in the federal and state courts located in County of Franklin, Ohio, and both

parties hereby consent to such jurisdiction and venue for this purpose.

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