These terms are a contract between us (Halifax Data Labs, Inc.) and you (the partner). By participating in our partner program, you are agreeing to these terms.
We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to demonstrate, promote and sell the inboundli subscription service (service) to your customers and prospects.
Marketing agencies who purchased an inboundli subscription may choose to participate in our Affiliate program.
To be eligible for a revenue share under the Affiliate Program (20% of net revenue paid to us by a client), each prospect must be submitted for review and approved by us. To review a submission we require the prospect's name, email address and company name. We will not approve a prospect that has been our client within sixty (60) days prior to submission. If a prospect is valid, we will not engage with that prospect until you submit a prospect on-boarding request. After an on-boarding request is submitted we will have no limitation on engagement with the prospect. We may store unvalidated prospects in our database and we may choose to engage with them.
The prospect may purchase an inboundli subscription directly from us, or you may place an order on behalf of a client and provide us with specifications about the order as we may request. You may sell the service to clients at a price determined by you. However, your agreement with a client may not contradict any of the provisions in our terms of service. If you purchase on behalf of a client, you agree to be responsible for the order placed and to guarantee payment of all fees.
If you purchase the service for a client, the service may not be transferred or reassigned to another client without our written permission.
In order to receive payment, you need to provide us with your bank details, including name and address of your bank, account name and number, Swift (BIC) code and IBAN. Alternatively, you can provide us with a PayPal account email.
We will pay the revenue share amount due to you within sixty (60) days after the beginning of each payment period in an amount equal to the net revenue from the payment period from clients delivered by you, times the revenue share percentage (20% of net revenue). The revenue share does not apply to onboarding and training fees charged from a client.
You may choose to receive payment in cash or in the form of credits towards another subscription.
You are responsible for payment of all taxes applicable to the revenue share. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
In the event you placed a subscription order on behalf of a client, you will provide us with valid credit card or bank account information. You authorize us to charge your credit card or bank account for all fees payable. You also authorize us to use a third party to process payments.
If you do not pay fees due for a client's account within fourteen (14) days after notice of non-payment from us, we may suspend the service while any payment is missing. We may also terminate or suspend the client's access to the service. If you placed a subscription order on behalf of a client, you will have the sole responsibility for invoicing and collecting fees for the service from the client. Your obligation to pay fees to us is not conditioned upon your receipt of payment from the client.
This agreement will apply for as long as you participate in the partner program, until terminated.
We may change these terms from time to time and you agree to be bound by such changes. Changes will become effective a week after they are published and we encourage you to review this agreement periodically. We may notify you about important changes via phone or email.
You must notify us in writing if you do not agree with a modification to these terms. In such case, this agreement will terminate thirty (30) days after we receive the notice and will continue to be governed by the terms and conditions of the version prior to the modification.
Both you and we may terminate this agreement on thirty (30) days written notice to the other party.
We may terminate this agreement and/or suspend your or a client's access to the service upon fourteen (14) days notice to you if there was a breach of any of the terms of this agreement including but not limited to non-payment of any amount due, violation of our terms of service, violation of laws and regulations, unapproved usage of our trademarks or if we determine that you are acting in a way that may negatively reflect on us or our clients.
Expiration of this agreement, and termination of this agreement without cause by us or by you with cause, shall not affect our obligation to pay you a revenue share. We will only pay you a revenue share until the end of the ongoing payment period but no more than for (30) days after the date of such termination or expiration. In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any revenue share will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive revenue share prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a revenue share after expiration or termination of this agreement.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding ('action') brought against us to the extent that such action is based upon or arises out of your participation in the partner program, our use of the prospect data you provided us, your noncompliance with or breach of this agreement, or our use of the partner marks. You shall not accept any settlement that imposes an obligation on us, requires us to make an admission or imposes liability not covered by these indemnifications or places restrictions on us without our written permission.
We make no warranties about the suitability, reliability, availability, security or accuracy of the service. The service is provided 'as is' without warranty or condition of any kind. We disclaim all warranties and conditions of any kind with regard to the service.
In no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
Our maximum aggregate liability in connection with this agreement will be limited to the total revenue share amounts you have actually earned for the related partner payments in the twelve (12) month period preceding the event giving rise to a claim.
Neither party will be responsible for failure or delay of performance that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks or electric outages.
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.
These terms do not create an exclusive agreement between you and us and we maintain the right to work with other parties.
You will not assign or transfer this agreement without our written permission. We maintain the right to assign this agreement to any affiliate.
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.
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 service, our trademarks, or any other of our properties or rights.
This agreement shall in no way limit our right to sell the service directly or indirectly, to any current clients or prospects.
The party receiving information that is designated as confidential will not use such information for any purpose outside the scope of this agreement, not disclose such information to any third party, and limit access to such information to its employees, contractors and agents.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos in connection with the partner program and this agreement.
During the term of this agreement, you may use our trademark as long as you follow our usage requirements. You must only use the images of our trademark, without altering them in any way; only use our trademarks in connection with the partner program and immediately comply if we request that you discontinue use.
No license to any software is granted by this agreement. The service belongs to and is the property of Halifax Data Labs, Inc. We retain all ownership rights in the service. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our content or the service in whole or in part, by any means. You may not use our design, logos, and other trademarks without our prior written permission.
The client retains the right to access and use the service associated with the subscription regardless of whether you placed the order with us for a client or make payments on a client's behalf. The client will own and retain all rights to their data. If we deem it necessary, we may transfer ownership of the account associated with the service to the client.
This agreement is the entire agreement for a partner 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 service or dependent on any oral or written comments made by us regarding future functionality of the service.
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.
You agree that this agreement and any dispute that may arise between the parties, without regard to the conflict of laws provisions thereof, will be governed by German law . You agree that any claim or dispute between you and Halifax Data Labs, Inc. will be decided exclusively by a court of competent jurisdiction located in Halifax NS, Canada.
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 such action has accrued, after which time an action is permanently barred.
Last edited on 2017-12-07