Appointy

Appointy

Program Terms

AFFILIATE AGREEMENT

This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, Appointy, and you, regarding your application to participate as an affiliate of Appointy ("Affiliate")

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

  1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Appointy's Affiliate Program. Please note that throughout this Agreement, "we," "us," and "our" will mean Appointy, and "you," "your," and "yours" will mean the affiliate.

  1. Appointy's Affiliate Agreement Definitions
  1.  "We", "Our", "Us", - "Appointy Software Inc", “Appointy Global Pte” (collectively, "Appointy")

  1. "You", "Your" and "Affiliate(s)" - _________________, an entity that promotes or that displays Our products, services and/or promotions on its website and/or through offline representation through the affiliate tracking in exchange for receiving remuneration from Appointy for sales resulting from such display.

  1. "Appointy Products and Services" - online scheduling and related products and services that are available for purchase through Appointy.com.

  1. "Commission Fees" or "Commissions" - Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to Appointy under and in accordance with this Agreement.

  1. "Qualified Purchase" - a sale of Appointy Products and Services by Appointy, to a Referred Customer which includes the monthly/ annual subscription charges for the Appointy Products and Services. For the avoidance of doubt, it is hereby clarified that the renewal (monthly or annual) subscription charges will also qualify as a Qualified Purchase in that month.

  1. "Referred Customer" - each new and unique customer referred from Affiliate provided by or approved by Us, which meets the criteria set forth in Section 5 hereof.
  2. “Signing Date” - date of execution of the agreement will be the date we accept the Affiliate in our Affiliate Program.

  1.  Affiliate Obligations
  1. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

  1. Promotes sexually explicit materials

  1. Promotes violence

  1.  Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

  1. Promotes illegal activities

  1. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

  1. Includes "Appointy", “Appointy.com” or variations or misspellings thereof in its domain name

  1. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

  1. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

  1. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Appointy or any other affiliated business.

  1. Appointy reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

  1. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that your site is up-to-date and to notify you of any changes to your site that we feel should enhance your performance.

  1. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

  1. Appointy Rights and Obligations
  1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement and to notify you of any changes to your site that we feel should be made or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Appointy Affiliate Program.

  1. Appointy reserves the right to terminate this Agreement and your participation in the Appointy Affiliate Program immediately and without notice to you should you commit fraud in your use of the Appointy Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Appointy shall not be liable to you for any Commissions for such fraudulent sales.

  1.  All product prices are at the sole discretion of Appointy and may change at any time.

  1. All agreements relating to sales to customers shall be between Appointy and the customer.

  1. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

  1. Order Processing

We will process orders placed by Referred Customers. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfilment, including Appointy service, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by you and will make this information available to you through ShareASale’s secure Affiliate Account Manager interface.

  1. Commission Determination

Under the Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to Appointy under and in accordance with the terms of this Agreement. Each Referred Customer and each Qualified Purchase must meet the following criteria (the "Criteria"):

  1. Each Referred Customer must be a new and unique visitor to Appointy and must register by completing and submitting our online registration form using a valid and unique account and billing information.

  1. Commission may not be paid for a Referred Customer that has transferred from any of our partners or subsidiaries.

  1. Each Referred Customer must make a Qualified Purchase, and provide a valid payment for the purchased Appointy Products or Services. To generate a Commission Fee for you, each Referred Customer must be an active, qualified customer of Appointy and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension or chargeback. For avoidance of doubt, it is hereby clarified that no Commission Fee will be payable for customers who are a part of/ have downgraded to our free plan.

  1. Each Referred Customer must sign up in a manner, which in our sole judgment, definitively establishes that the Referred Customer was referred directly from you to Appointy under this Agreement.

  1. Each Referred Customer must remain in compliance with our Terms of Service, Acceptable Use Policy and other policies that are active at the time the Commission Fees are processed.

  1. Appointy reserves the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. Any changes to decisions about cancelled or withheld Commission Fees are at Appointy's discretion.

  1. Commissions for any Referred Customer who is associated with any Appointy reseller, referral or other program may be removed from your payment. In other words, You may not receive double commissions or compensation.

  1. In the event that the Referred Customers that are referred to Appointy by a specific Affiliate are determined to have an excessive cancellation rate (as determined by Appointy in its sole discretion), Appointy reserves the right to withhold or decline pending and future Commission Fees for the Affiliate.

  1. Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualifying Purchases or Commission Fees to intentionally defraud Appointy or violation of any of the terms of this Agreement constitutes immediate grounds for Appointy to terminate this Agreement and will result in forfeiture of any Commission Fees due to you.

  1. Commission Structure

Appointy will pay 30% recurring commission fee on each Qualified Purchase by a Referred Customer which occurs during the month for which such Commission Fee is being calculated.

  1. Termination

Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

  • Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
  • Spamming (mass email, mass newsgroup posting, etc.).
  • Advertising on sites containing or promoting illegal activities.
  • Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
  • Violation of intellectual property rights. Appointy reserves the right to require license agreements from those who employ trademarks of Appointy in order to protect our intellectual property rights.
  • Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive. Adding bonuses or bundling other products with Appointy, however, is acceptable.
  • Self referrals, fraudulent transactions, suspected Affiliate fraud.

In addition to the foregoing, Appointy reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.

  1.  Modification

We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. In such event you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures, and Appointy's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Appointy's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

  1. Payment

Appointy uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions. Appointy will pay commissions on all qualifying affiliate sales. Sales include all affiliate orders that have been sold, paid in full and shipped to the visitor from your site, but does not include amounts collected for recurring billing for subscriptions, sales taxes, duties, shipping and handling fees, or credit for returned goods or similar charges.

  1. Returns and Reversals

Appointy reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges and Program violations as outlined in these terms. Furthermore, if we request from you any clarification or additional information on any order or clicks that we feel may be in violation of our terms and conditions and you are either not forthcoming or intentionally vague or not responsive within a reasonable time period, we may reverse orders or suspend you from the program entirely.

  1. Access to Affiliate Account Manager

You will create a password so that you may enter ShareASale’s secure Affiliate Account Manager. From their site you will be able to receive your reports that will describe our calculation of the Commissions due to you.

  1. Promotion Restrictions
  1. You are free to promote your own web sites, but naturally any promotion that mentions Appointy could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Appointy. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address. You may use mailings to customers to promote Appointy so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Appointy so long as the news group specifically welcomes commercial messages. No matter what, you must always clearly represent yourself and your web sites as independent from Appointy. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Appointy Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

  1. Paid Search Marketing Restrictions:

Protected SEM Bidding Keywords: Affiliates may not bid on Appointy, Appointy.com, Appointy coupon, Appointy.com coupon, or any other Appointy trademark terms or any permutations, plurals or misspellings thereof.

  1. Negative Matching: Affiliates are required to negative match any trademarked terms or derivations thereof to avoid any violation.

  1. Display URL Restrictions: These are terms that publishers are prohibited from using in the display URLs of search marketing campaigns: Appointy or any derivation or typo of this URL.

  1. Official Site: You may not claim to be Appointy.com at any time and you are further prohibited from using the term "official site" in your ad or otherwise presenting your web site as an official site.

  1. Direct Linking: Direct linking is not allowed from paid search advertisements, however it is allowable via social media such as, but not limited to, Twitter and Facebook.

  1. If Appointy determines, in its sole discretion, that you have purchased or attempted to make any purchase in violation of the above restrictions, then Appointy may (without limiting any other remedies available to it) pursue any or all of the following actions:

• Withhold all Payouts or other compensation otherwise payable to you for the month in which you purchased the prohibited trademarked terms;

• Contact the search engine in which your ad was found to ask that these ads be removed immediately and permanently;

• Report the violation to the ShareASale network;

• Terminate these Special Terms as provided herein, and remove you from the Program permanently and immediately.

  1. Coupon and Deal Restrictions:

Appointy does not offer public discount coupons and deals and therefore, coupon or coupon deal type websites are restricted from the Appointy Affiliate program. Affiliates may only promote coupons and deals made available through the affiliate program through the ShareASale network interface. Any existing coupons or deals posted to your site prior to this change should be removed. At no time may affiliates allow other Appointy coupons, deals or promotions to be posted to their websites, including but not limited to posts by the community. Affiliates may not use misleading text on links, banners, buttons, and images or use “click to reveal” language in a bid to generate a click to set an affiliate cookie nor may you claim that anything besides currently authorized coupons or deals are available to the consumer.

  1. Licenses and Use of the Appointy.com Logos and Trademarks.

Subject to the limitations set forth in Section 5 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our site solely in accordance with the terms of this agreement and (ii) to use the Appointy.com trademark and logo and similar identifying material relating to us (but only in the form(s) that they are provided by us) (collectively, the "Licensed Materials"), for the sole purpose of selling Appointy Products and Services on your site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the Appointy Affiliate Program.

You shall not make any specific use of any Licensed Materials for purposes other than selling Appointy Products and Services, without first submitting a sample to Us and obtaining the express prior written consent of Your Appointy account executive, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Appointy, or any Appointy employee or representative in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.

You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement. 

  1. Term of the Agreement
  1. The term of this Agreement will begin upon the Signing Date and will end when terminated by either party. Either You or We may terminate this Agreement at any time, with or without cause. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related Appointy Products and Services are not cancelled and comply with all Terms laid out in this Agreement. We may withhold Your final payment of Commission Fees for a minimum of 60 days to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Appointy in its sole discretion.

  1. Any Affiliate who violates either this Agreement or Appointy's Terms and Conditions will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the Appointy Affiliate Program.

  1. Appointy reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at a time for any reason, in Appointy's sole discretion.

  1. Without limitation, Affiliate's participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.

  1. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any Appointy Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, We make no representation that the operation of Our site will be uninterrupted or error free, and We will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Customers during the period of interruption.

  1. Relationship of Parties

You and Appointy are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.

  1. Representations and Warranties

You hereby represent and warrant to us as follows:

This Agreement has been duly and validly executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

The execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.

You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.

There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.

During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethical, or otherwise objectionable or are in violation of Our Terms of Service or Acceptable Use Policy.

You are at least eighteen (18) years of age.

Each Referred Customer and each Qualifying Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.

  1. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

  1. Indemnification

You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, or (iii) any claim related to Your site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us.

  1. Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Appointy and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder

  1. Independent Investigation

You acknowledge that you have read this agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit Appointy relationships on terms that may differ from those contained in this agreement. We may also solicit Appointy relationships with entities that operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Appointy Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

  1. Governing Law

The laws of the United States and the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Santa Clara County, and You irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement.

I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY SIGNING THIS AGREEMENT, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO US UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING AND COMMISSION FEES FROM US.

  1.  Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Appointy Affiliate Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the ShareASale and/or Appointy application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.