This is a contract between you (the “Affiliate”) and us (“SMB ISAO”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
PLEASE READ THIS AFFILIATE AGREEMENT (“AGREEMENT”) CAREFULLY. BY CLICKING ON THE “ACCEPT” BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD SIGNED THE AGREEMENT PERSONALLY. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK ON THE “ACCEPT” BUTTON TO APPLY FOR THE PROGRAM. BY ENTERING INTO THIS AGREEMENT YOU REPRESENT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER AND LAWFULLY ABLE TO ENTER INTO LEGALLY BINDING AGREEMENTS. IF YOU ARE SIGNING THIS AGREEMENT ON BEHALF OF A COMPANY OR ENTITY, YOU HEREBY REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT COMPANY TO THESE TERMS AND CONDITIONS.
“SMB ISAO Affiliate” means a company owned, operated or controlled by SMB ISAO.
“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Affiliate Tool” means the tool that we make available to you, at our sole discretion, upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means the payments made to Affiliate by SMB ISAO for Referral Sales as hereinafter defined, according to the Commissions schedule (“Commissions Schedule”) included in the Commissions Schedule Addendum.
“Customer” means the authorized actual user of the SMB ISAO Products who has purchased the SMB ISAO products after being an Affiliate Lead.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
"Customer Data" means all information that Customer submits or collects via the SMB ISAO Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the SMB ISAO Products.
"SMB ISAO Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“SMB ISAO Products” means both the Subscription Service and Other Products including, but not limited to, Survive Cyber.
“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
“Subscription Service” or “Service” means our web-based solution that is subscribed to, and developed, operated, and maintained by us, accessible via https://smbisao.com, //www.survivecyber.com or another designated URL, and add-on products to our platform. For the purposes of this Agreement, the Subscription Service does not include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"We", "us", “our”, “SMB ISAO”, “Survive Cyber” and “Survive Cyber” means SMB ISAO, Inc.
“You” and “Affiliate” means the party, other than SMB ISAO, entering into this Agreement and participating in the Affiliate Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies, if applicable. Failure to complete any enrollment criteria within 30 days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any other SMB ISAO Partner Programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
Affiliate Program Limits. Each accepted Affiliate Lead will expire ninety (90) days from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the subscription is determined by the date of the first purchase of the Subscription Service by the Customer and commissions will be paid as long as the Customer continues purchase the Subscription Service and you remain eligible to receive Commission pursuant to the terms of this Agreement. The Affiliate will not be entitled to receive Commission on any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred (iii) the Customer Transaction must remain in effect for at least sixty (60) days from the date that the initial Customer Transaction occurred.
You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or SMB ISAO Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Marketing Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program or Sales Referral Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment under the Sales Solutions Partner Program Agreement or Sales Referral Program Agreement that payment amount will not change based on your participation in the Affiliate Program. For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a partner in the Sales Referral Partner Program (as defined in the Sales Referral Partner Program Agreement).In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by SMB ISAO. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within 90 days of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the 90 day period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between SMB ISAO and an Affiliate Lead will be at SMB ISAO’s discretion.
Commission and Payment.
Requirements for Payment; Forfeiture. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date paypal or bank account and updated the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for SMB ISAO to process any payments that may be owed to you.
Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 5(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
Commission Amount. You will receive commission for valid SMB ISAO subscription sales. Commissions will be paid on monthly subscription fees only. You will not be entitled to receive Commission on any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
Commission Payment. We, or a SMB ISAO Affiliate, will pay the Commission amount due to you within forty-five (45) days after the end of each fiscal quarter for any Commission amounts that you become eligible for according to the Eligibility section above. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). AFFILIATE ACKNOWLEDGES AND AGREES THAT SM ISAO’S DETERMINATION OF COMMISSIONS EARNED BY AFFILIATE HEREUNDER IS FINAL, BINDING, NON-APPEALABLE, AND NOT SUBJECT TO AUDIT.
CHARGEBACKS. IF YOU ARE PAID A COMMISSION TO WHICH YOU ARE NOT ENTITLED PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SMB ISAO SHALL HAVE THE RIGHT TO CHARGEBACK SUCH COMMISSION TO YOU. IN ADDITION TO (AND WITHOUT LIMITATION OF) THE FOREGOING, SMB ISAO SHALL HAVE THE RIGHT TO CHARGEBACK ALL OR ANY PORTION OF A COMMISSION: (I) WITH RESPECT TO A PARTICULAR CUSTOMER TO WHOM A REFUND OR CREDIT IS ISSUED FOR ANY REASON; AND (II) IN CONNECTION WITH YOUR FRAUDULENT RECEIPT OF A COMMISSION. IF SMB ISAO DETERMINES AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION, THAT YOU COMMITTED FRAUD OR OTHER MISCONDUCT, SMB ISAO SHALL HAVE THE RIGHT TO CHARGEBACK ALL OR ANY PORTION OF THE COMMISSION(S) PAID TO YOU AND OUT-OF-POCKET EXPENSES (INCLUDING WITHOUT LIMITATION COLLECTION COSTS) INCURRED BY SMB ISAO AND/OR ANY SERVICE PROVIDERS, IN CONNECTION WITH SUCH FRAUD OR MISCONDUCT. THIS SECTION IS WITHOUT PREJUDICE TO ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO SMB ISAO OR THE SERVICE PROVIDERS, WHETHER ARISING AT LAW, UNDER CONTRACT (INCLUDING WITHOUT LIMITATION THIS AGREEMENT), IN EQUITY OR OTHERWISE. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT INDEFINITELY.
Taxes. You are responsible for payment of all taxes applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
Miscellaneous. In no event shall SMB ISAO have any liability under this Agreement for any Commissions not received by you as a result of an error in any way attributable to: (a) any bank or financial institution; or (b) any other person, entity or occurrence outside of SMB ISAO’s direct control. Affiliate shall not assign any payments, or the right to receive payments due to Affiliate under this Agreement. Any such assignment (whether express or by operation of law) shall be void and unenforceable.
Training and Support
We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
SMB ISAO’s Proprietary Rights. No license to any software is granted by this Agreement. The SMB ISAO Products are protected by intellectual property laws. The SMB ISAO Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the SMB ISAO Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the SMB ISAO Content, or the SMB ISAO Products in whole or in part, by any means, except as expressly authorized in writing by us. SMB ISAO and Survive Cyber, the SMB ISAO and Survive Cyber logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers, affiliates and partners to comment on the SMB ISAO Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the SMB ISAO Products, without payment to you.
Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the SMB ISAO Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
Confidentiality and Non-Competition and Non-Circumvention
Confidentiality. As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) SMB ISAO customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
Advertising, Publicity, Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
Unsuitable Sites. Affiliate shall not place the Approved Links on Unsuitable Sites. As used herein, “Unsuitable Sites” include without limitation, websites that: (i) contain sexually explicit content, (ii) promote violence, (iii) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, (iv) promote illegal activities, (v) include trademarks or trade names of SMB ISAO or Service Providers, or variations or misspellings of such trademarks or trade names in the website URL, or (v) violate the intellectual property or other rights of a third party
You shall not create, publish, distribute, or print any written material that makes reference to SMB ISAO Products without first submitting that material to us and receiving our prior written consent. If you intend to promote our SMB ISAO Products via e-mail campaigns, you must adhere to the following:
Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
Unauthorized Rebates, Discounts and Warranties. Affiliate shall not (i) directly or indirectly offer any consideration or incentive (including without limitation payment of money or rebates), discount or other benefit to any person or entity for ordering Services using the Tracking Mechanisms (ii) read, intercept, record, redirect, interpret or fill in the contents of any electronic form or other materials submitted to SMB ISAO by any person or entity; (iii) take any action that could reasonably cause any consumer confusion as to the relationship between SMB ISAO and Affiliate or the Affiliate Sites and Program Sites; or (iv) attempt to circumvent the Commission Schedule or artificially increase Commissions. Affiliate shall not make any promises, representations or warranties with respect to the Services other than those expressly set forth in the Content or on the Program Sites.
Abuse of Program Sites and SMB ISAO Computer Network. Affiliate shall not use or attempt to use any Program Site with the intent to interrupt, disrupt, damage, disable, overburden, or impair that Program Site or any other Program Site, or interfere with any person’s use and enjoyment of any Program Site, including without limitation (i) sending mass unsolicited email messages, (ii) flooding servers with requests, or (iii) the use of spyware or similar programs that materially interfere with the Program Sites. Affiliate shall not attempt to gain access to the computer systems of SMB ISAO or any third party through the Program Sites or the SMB ISAO On-Line Tracking System. Affiliate shall not engage in “spidering,” “screenscrapig,” “database scraping,” harvesting of email addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of information from or through the Program Sites, including without limitation any information residing on any server or database connected to the Program Sites.
Affiliate Site(s). Affiliate shall not include on the Affiliate Sites or otherwise use in connection with the Tracking Mechanisms and the Content any malware, spyware, virus, worm, Trojan horse or other harmful or malicious code that may be unknowingly downloaded by users or installed on their computers when they visit Affiliate Sites. Affiliate shall not frame any Program Site or a portion thereof within any Affiliate Site.
Term and Termination
Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you according to the Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the SMB ISAO Sales Referral Program Agreement or Agency Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
Your participating website(s) may not:
Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
Violate any law, rule or regulation.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
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 commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
If you are enrolled in Affiliate Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo, Facebook or any other network.
You may not use our trademarked terms in sequence with any other keyword (i.e. SMB ISAO Coupons).
You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL.
You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliate links must be directed to an actual page on your website.
You may not bid in any manner appearing higher than SMB ISAO for any search term in position 1-5 in any auction style pay-per-click advertising program.
If you are enrolled in Affiliate Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
You may ONLY advertise coupon codes that are provided to you through the Affiliate Program.
Posting any information about how to work around the requirements of a coupon/promotion (ie first time customers only) will result in removal from the Affiliate Program.
Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
You may NOT advertise coupon codes obtained from any non-affiliate marketing channel, including coupon codes from our email, paid search or any other non-affiliate advertising campaigns.
You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem.
Additionally, if your website ranks on the first page of Google for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders. The current rate is 0%.
Promoting SMB ISAO through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting SMB ISAO adhere to our program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote SMB ISAO.
Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our program terms.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision SMB ISAO with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a SMB ISAO Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with SMB ISAO’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase SMB ISAO products for yourself.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SMB ISAO PRODUCTS, SMB ISAO CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SMB ISAO PRODUCTS AND AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SMB ISAO PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Test Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE TEST PORTAL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE TEST PORTAL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
Cookie Duration. COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE A 90 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, SMB ISAO SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable Law. This Agreement shall be governed by the laws of the State of Colorado, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Colorado Springs, Colorado.
Dispute Resolution. In the event of any dispute or claim arising from or relating to this agreement, or the breach or termination thereof (“Dispute”), the parties hereto shall use their best efforts to negotiate in a good faith attempt to settle the Dispute within fifteen days of written notice of such Dispute. If the parties do not reach a solution through negotiation, then, upon notice by either party to the other, all Disputes shall be determined by arbitration in Colorado Springs, CO, before a sole impartial arbitrator. The arbitration shall be administered by the AAA pursuant to its Commercial Rules and the arbitrator shall be selected pursuant to the rules and procedures of the AAA. The decision of the arbitrator shall be final and non-appealable. Judgment on the award may be entered in any court having competent jurisdiction
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the SMB ISAO Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the SMB ISAO Products to prohibited countries or individuals or permit use of the SMB ISAO Products by prohibited countries or individuals.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Modifications. SMB ISAO reserves the right to modify the terms and conditions of this Agreement at any time in its sole discretion. Affiliate will be notified of any changes by email or via a change notice or new agreement posted on the Program website. This Agreement shall be deemed to have been amended as of the date of such email or posting on the survivecyber.com website. YOU WILL BE ASKED TO ACCEPT ALL MODIFICATIONS TO THIS AGREEMENT THE FIRST TIME YOU SIGN ON TO THE PROGRAM SITE AFTER SUCH MODIFICATION WAS MADE. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. Your continued participation in the Program after notice of modification of any of the terms and conditions of this Agreement shall constitute Your binding acceptance to such modification(s).
Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To SMB ISAO, Inc.: SMB ISAO, Inc., 2005 Aeroplaza Drive, Colorado Springs, Colorado 80916, U.S.A. Attention: General Counsel
To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
Relationship of the Parties. The parties are and shall be, with respect to the subject matter of this Agreement, independent contractors of one another and nothing herein shall be deemed to create an agency, partnership, employment, or joint venture relationship between the parties. Nothing in this Agreement precludes SMB ISAO from retaining the services of other persons or entities undertaking the same or similar services as those undertaken by Affiliate hereunder.
Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the SMB ISAO Products or dependent on any oral or written public comments made by us regarding future functionality or features of the SMB ISAO Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
Interpretation. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Program Policies. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the SMB ISAO Products, our trademarks, or any other property or right of ours.
Sales by SMB ISAO. This Agreement shall in no way limit our right to sell the SMB ISAO Products, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
Remedies Cumulative. The rights and remedies herein provided to SMB ISAO in case of default or breach of this Agreement by Affiliate are cumulative and without prejudice to any other rights or remedies that SMB ISAO may have by reason of such default or breach by Affiliate at law, in equity, under contract or otherwise (all of which are hereby expressly reserved).
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMERS FOR THE SERVICES ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO THE AFFILIATE WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT
This Agreement has been signed by the duly authorized representatives of the Parties in identical counterparts, all of which comprise but one agreement on the subject matter hereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement as set forth below.
Commissions Schedule Addendum
This document is in reference to the Survive Cyber Master Affiliate Agreement dated ____/____/____, between the following parties that are named below in this document.
May it be known that the undersigned parties, for good consideration, do hereby agree to the following commission rates as outlined below. These commission rates shall be made valid as if they are included in the original stated contract.
Stated Contract for:
In accordance Survive Cyber Master Affiliate Agreement, you will receive ___% commission for valid SMB ISAO subscription sales. Commissions will be paid on monthly subscription fees only. You will not be entitled to receive Commission on any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.