SolicitiCloud Affiliate Agreement

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The following is the list of terms and conditions that apply to all members who sign up to the SolicitiCloud Affiliate Program in their role to identify and recommend the use of Our Services ("Services") to prospective customers.
“We”, “Our”, “Us” “the Company” or related capitalized terms used herein shall refer to Accendo Software Corporation and SolicitiCloud. “You”, “Your” or related capitalized terms used herein shall refer to the Affiliate and/or Entity the Affiliate represents.
Please read these terms and conditions (“Terms”) carefully as they form a contract between You and Us. We reserve the right to amend these Terms from time to time in which case the new terms will supersede the previous versions.
These terms and conditions will provide You with all the information You will need to know about Our Affiliate Program.
If You are agreeing to these Terms on behalf of a company, organization or another legal entity (“Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity to these Terms, in which case the terms, “You,” “Your” or related capitalized terms used herein shall refer to such Entity . If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms.

BACKGROUND

We are a software company offering software applications and services such as SolicitiCloud to its customers. The Parties desire to appoint Affiliate as a source for referrals for the services listed in Exhibit A, in accordance with the Terms.

APPOINTMENT

You are hereby appointed as a non-exclusive source for referrals of the Services and You hereby accept such appointment. You shall have the opportunity, independently or in conjunction with Us, to identify or recommend Services to Clients (as defined below), by sharing the link, Affiliate ID, or coupon code provided to You.

SERVICES AND OTHER TERMS

We may revise Exhibit A to add or delete Services at any time, in our sole discretion, with or without prior written notice to You.

UPGRADE TO AUTHORIZED PARTNER

You shall:

  • Not promote our Services on any adult, hate, or other related sites that host content in violation of law;
  • Not have more than one affiliate account with any of Our products or services;
  • Not send unsolicited communications, junk email, spam or other forms of duplicative or unsolicited messages to Clients;
  • Not use banners or links such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, guest books etc;
  • And represent and warrant that You shall comply with all applicable laws relevant to Your duties, obligations and performance under these Terms.

Violation of the above will lead to automatic termination from the Affiliate Program and You will be ineligible to receive any pending or future commissions.

REFERRALS AND COMMISSION

When someone subscribes to Our Services pursuant to Your sales and marketing efforts provided in accordance with these Terms, We shall at our sole discretion determine if such subscriber is a Client for the purposes of Exhibit A. In any event, a subscriber shall not be considered as a Client for the purpose of disbursing Commission to You if such subscriber is 1) already Our existing customer; 2) not a recipient of a proposal from Us; 3) not being actively pursued by Our sales representatives; or 4) not currently identified as a qualified opportunity from our other partners. With respect to each Client, We will pay You commission as outlined in Exhibit A following receipt of payment from the Client. No Commission is payable for any Services subscribed to by You or Your affiliates.

NEGOTIATION RIGHTS

All contracts for Services between Us and a Client will be conducted solely by Us. You agree to not negotiate terms or make commitments on behalf of Us.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that title to, ownership of and all proprietary rights in and to Our products including any custom development services to the products and all data compiled by the products are reserved to and are Our exclusive property. Each of the Parties shall maintain all rights, title and interest in and to all their respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Marks (as defined below) under these Terms do not convey any additional rights in the Marks, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Marks as expressly stated herein, all rights, title and interest in and to the Marks, including all related Intellectual Property Rights, will remain with and belong exclusively with Us. We authorize You to use Our current and future trademarks, service marks and trade names (“Marks”) solely in connection with the marketing of the services pursuant to these Terms. You shall submit to Us all representations of the Marks that You intend to use in connection with the services, for Our approval of design, color, and other details, at Our sole discretion. Notwithstanding the preceding, if at any time We request that such use be modified, limited or removed, You will comply. If You, in the course of performing Your services hereunder, acquire any goodwill in any of the Marks, all such goodwill will automatically vest in Us and You shall take all such actions or execute any documents necessary to affect such vesting. You shall not contest the validity of any of the Marks or Our exclusive ownership of the Marks. You shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Marks, or any word or mark confusingly similar to the Marks in any jurisdiction. You shall not remove or efface any proprietary notices on the services.

INDEMNITY

We will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Marks as permitted hereunder, brought by a third party alleging that the Marks infringes or misappropriates a third party’s valid intellectual property (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Us for such defense, provided that (a) You promptly notifies Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith.
The provisions of this clause 8 state the sole, exclusive and entire liability of Us to You and constitute Your sole remedy with respect to an IP Claim brought by reason of Your access to or use of the Marks.

You will indemnify and hold Us harmless against any claim brought by a third party against Us, and Our respective employees, officers, directors and agents arising from or related to breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that We promptly notify You of the threat or notice of such a claim.

Our obligations under clause 8 do not apply to any claim based on: (a) a use of other than the version of the Marks in use currently, if the infringement would have been avoided by use of the current version; (b) modification of the Marks by You; or (c) the combination or use of the Marks with materials not furnished by Us, if such infringement would have been avoided by the use of Our materials alone.

WARRANTY DISCLAIMER

WE HEREBY DISCLAIM ANY WARRANTIES WITH RESPECT TO THE SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU SHALL MAKE NO REPRESENTATIONS OR WARRANTY FOR THE SERVICES ON BEHALF OF US.

TERMINATION

We have the right to terminate You as an Affiliate at any time, in our sole discretion, by giving You written notice 30 (thirty) days in advance. We have the right to terminate You as an Affiliate without any notice and without liability for a breach of these Terms. You have the right to terminate the Agreement by giving Us written notice 30 (thirty) days in advance.
Upon termination (a) any rights, including any commissions, granted hereunder shall immediately terminate; (b) all Confidential Information of the other party shall be returned to the other party. If the Affiliate terminates the Agreement, no further commissions from Us will be paid for any past or future customer transactions. If We choose to terminate the Agreement, any balance greater than $25 USD will be paid to the Affiliate within 60 days of termination. Balances that are smaller than $25 will be forfeited. If the Affiliate is on a recurring program, We will not be obligated for any future payments after termination.

CONFIDENTIAL INFORMATION AND DATA PRIVACY

“Confidential Information” means any information disclosed by either Party to the other Party pursuant to these Terms that is marked “Confidential,” “Proprietary,” or in some similar manner. Each Party shall treat as confidential all Confidential Information of the other Party and shall not use such Confidential Information except to exercise its rights or perform its obligations under these Terms and shall not disclose such Confidential Information to any third party. This paragraph will not apply to any Confidential Information that is generally known and available, or in the public domain through no fault of the receiver. The Parties agree that any breach or threatened breach of the provisions set forth in this clause shall cause irreparable harm to the non-breaching party and shall entitle the non-breaching party to injunctive and equitable relief in addition to any other remedies it may have.

You acknowledge and agree that (i) We, at our sole discretion, have the right to audit You for Your compliance under these Terms and You shall extend full cooperation during such audits; (ii) any information about Us, our customers or our employees, including but not limited to personal data, disclosed by Us to You shall be utilized by You solely for provision of services to Us under these Terms. A breach of section 11.1 and 11.2 by You shall be deemed a material breach of these Terms and You shall be liable to indemnify Us in accordance with clause 8 of these Terms.
Any information that We collect about You shall be governed in accordance with our privacy policy available at https://SolicitiCloud.com .

LIMITATION OF LIABILITY

OUR LIABILITY UNDER THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE COMMISSION PAID TO YOU BY US UNDER THESE TERMS IN THE 12 (TWELVE) MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THESE TERMS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

WAIVER

If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of the Terms.

ENTIRE AGREEMENT

These Terms constitute the entire Agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the Parties, whether written or oral, relating to this subject matter.

MISCELLANEOUS

You shall not, directly or indirectly assign all or any of Your rights under these Terms without Our prior written consent. The relationship of Us and You established by these Terms are that of independent contractors. You represent and warrant that You shall comply with all applicable laws in connection with the SolicitiCloud Affiliate Program.

NOTICES

All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You while subscribing to the Registered Partner Program; or (ii) electronic mail to the electronic mail address provided by You. Our address for a notice to us in writing by Courier or US Mail is: Accendo Software Corporation, 920 W. Washington St., Suite 212, Hagerstown, MD 21740, with a CC to legal@accendosoft.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, 2 (two) business days after being deposited in the mail or with a Courier as permitted above.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by the laws of the State of Maryland without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Maryland, Washington County, for the purpose of resolving any dispute relating to these Terms. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in Maryland before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

MODIFICATION

We may modify any of the terms and conditions within this Agreement at any time in Our sole discretion with or without notice to you. These modifications may include, but are not limited to, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Program will constitute your acceptance of any change.

EXHIBIT A

ELIGIBLE SERVICES

All services currently outlined on the company’s SolicitiCloud website: https://soliciticloud.com.

COMMISSION

Overview: The SolicitiCloud Affiliate Program will allow any approved individual to earn commissions for the sale of SolicitiCloud services. These commissions include one-time as well as recurring (residual) for the lifetime of the SolicitiCloud Client’s subscription to services.

Payouts: Affiliates can request a payout at any time, but only if they have reached the minimum payout amount, or $100. They shall receive a paper check in the mail or through other mechanisms as determined appropriate by SolicitiCloud. Commissions on annual/yearly subscriptions may be withheld for up to 3 months.

Commission Types: There are two types of commissions in the affiliate program.

  • One-time Commissions: One-time Commissions are earned when a potential customer, referred to SolicitiCloud by an affiliate, signs a new service contract with SolicitiCloud and pays a one-time fee for services.
  • Recurring Commissions: Recurring commissions are earned every time a SolicitiCloud service subscriber, gained by an affiliate, renews their subscription for another month or year.

Refunds: In the event a customer requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted from the Affiliate’s balance.

Commission Rates:

  • Per Client Bonus: $150
  • Residual Commission from recurring payments*: 10%

*Digital advertising budget (ad cost) payments are excluded.