Affiliate Agreement T&C

Last updated: August 09, 2024

AFFILIATE AGREEMENT TERMS AND CONDITIONS 

This Online Affiliate Agreement ("Agreement") is entered between SimpleO Inc, a company incorporated under the laws of Delaware, having its registered office at 919 North Market Street, Suite 950, Wilmington, Delaware 19801, USA (SimpleO) and the entity you represent (“Affiliate”). Either of the party are hereinafter individually referred to as a “Party” and collectively as “Parties”.

By accepting this Agreement, Affiliate agrees to be bound by this Agreement as of the date (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to SimpleO that You have the authority to bind such Entity and its Affiliates to this Agreement,

This Online Affiliate Agreement ("Agreement") is entered between a company incorporated under the laws of Delaware, having its registered office at 919 North Market Street, Suite 950, Wilmington, Delaware 19801, USA,into as of [Effective Date], by and between SimpleO Inc / SimpleO AI Technology Private Limited/ , a Company  organized and existing under the laws of US/ India, with its principal place of business located at [Address] ("SimpleO"), and Affiliate [Affiliate Name], an individual/company with its principal place of business located at [Affiliate Address] ("Affiliate"), Either of the party are hereinafter individually referred to as a “Party” and collectively as “Parties”. 

SimpleO is in the business of providing software services ( SaaS Services)  for contract lifecycle management to its worldwide clients on subscription basis.

  1. Purpose
    1. The purpose of this Agreement is to set forth the terms and conditions under which Affiliate will promote and refer potential customers to SimpleO's SaaS services, and the compensation structure for successful conversions.
  1. Non Exclusive Agreement.
    1. Each party acknowledges that this Agreement does not create an exclusive agreement between the Parties. SimpleO has the right to appoint one or more partners or introduce more referral programs for the same product and in the same territory. 
  1. Affiliate Responsibilities some text
    1. Affiliate agrees to:
      1. Promote SimpleO's SaaS services to potential customers.
      2. Use marketing materials provided by SimpleO or pre-approved by SimpleO.
      3. Ensure that all representations made about SimpleO's services are accurate and not misleading.
      4. Comply with all applicable laws and regulations in performing the promotional activities.
    2. Notwithstanding the foregoing, once Affiliate establishes a Commissionable Lead with SimpleO, Affiliate will not refer a direct competitor of SimpleO to such Commissionable Lead. 
    3. Affiliate will  not  enter  into  an  agreement  with  a  third  party the effect  of  which  would  prohibit  Affiliate’s submission of a Proposed Lead pursuant to this Agreement.
  1. SimpleO Responsibilities‍
    1. SimpleO agrees to: 
      1. Provide Affiliate with marketing materials and any necessary support to promote the SimpleO's services. 
      2. Track and report on the leads generated by the Affiliate. 
      3. Pay Affiliate commissions as outlined in this Agreement.
  1.  Referrals
    1. Submission of Leads at affiliate portal.  Affiliate shall identify each potential customer (“Proposed Lead”) and relevant commercial conditions relating to such Proposed Lead in a SimpleO’s Customer Lead Form (“CMLF”) at affiliate portal , At SimpleO’s request, Affiliate shall (a) supply any additional information reasonably requested by SimpleO, (b) discuss each completed CMLF in detail with SimpleO, and (c) assist SimpleO in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead.
    2. Acceptance of Leads.  Within a reasonable period of time following Affiliate’s submission of a Proposed Lead CMLF,  SimpleO shall review the Proposed Lead CMLF  to determine whether to accept or reject the Proposed Lead as commissionable Lead, the decision will be notified by updating the affiliate portal., or reject the Proposed Lead pursuant to this Section and will provide Affiliate with a written (including e-mail) notification of its acceptance or rejection of a Proposed Lead (“Referral Confirmation”).   SimpleO will be under no obligation to accept any Proposed Lead CMLF submitted by Affiliate and may reject or decline to accept Proposed Lead CMLFs for any or no reason at its sole discretion, including, without limitation, because:some text
      1. the Proposed Lead was an existing customer of SimpleO’s at the time of submission of the CMLF;
      2. SimpleO was already involved in preliminary or advanced discussions relating to the sale of a subscription to the Proposed Lead at the time of submission of the CMLF;
      3. an CMLF (or similar document) has previously been submitted to SimpleO by Affiliate or any third party with respect to the Proposed Lead;
      4. The Proposed Lead (a) does not meet SimpleO’s credit requirements.
      5. The Proposed Lead is located outside the Territory, or is located in an area in which SimpleO has an exclusive arrangement for the sale of Products or which SimpleO is otherwise prohibited by agreement from accepting.
    3. Pursuit of Leads by SimpleO.  The method of contacting and following up with Proposed Leads will be determined in SimpleO’s sole discretion; provided, however, that Affiliate shall actively support SimpleO in the sales process with Proposed Leads when requested by SimpleO.  SimpleO shall have sole discretion to refuse to offer any Products to any third party without liability to Affiliate.
  1. Commission Structure 
    1. Commissionable Leads.  A Proposed Lead qualifies as commissionable (“Commissionable Lead”) only if:
      1. Affiliate have submitted an CMLF for the Proposed Lead in accordance with process mentioned in the agreement; and
      2. SimpleO has accepted the Proposed Lead as a Commissionable Lead (i.e., not rejected the Proposed Lead as set forth in the agreement).
    2. Commissions and Payment.   Subject to Affiliate’s compliance with all terms and conditions of this Agreement, SimpleO will pay Affiliate commissions equal to 50% of the first 3 months of Revenue  generated from the Lead.  Commission payments (less any applicable withholding taxes or other levies) will be due on the last day of the month following the quarter in which SimpleO receives payment of the Lead Referral Revenue. Commission will be calculated based on the net revenue received from the referred customer, excluding any taxes, refunds, or chargebacks. 
    3. In the event of a refund or chargeback, any paid commission related to that transaction will be deducted from future commissions.
    4. Modifications.  SimpleO may modify the CMLF submission process and the percentage amounts and conditions relating to commissions upon thirty (30) calendar days written notice.  Such changes will only affect CMLFs submitted after the said thirty (30) day period.
    5. No Other Payments.  Except as expressly provided in this Section, Affiliate is not entitled to any fees reimbursements or other payments 
  1. Term and Termination 
    1. This Agreement will commence on the Effective Date and continue until terminated by either party. 
    2. Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days written notice to the other party. 
    3. Upon termination, Affiliate will cease all promotional activities related to the SimpleO's services and return or destroy any marketing materials provided by the SimpleO.
  1. Confidentiality
    1. Affiliate agrees to keep all confidential information received from the SimpleO, including but not limited to customer data, pricing, and marketing strategies, confidential and not to disclose such information to any third party without the SimpleO's prior written consent.
    2. Affiliate agrees to adhere to the terms of any non-disclosure agreement signed between SimpleO and Leads generated by the affiliate whether such Lead converted or not converted into customer. SimpleO will ensure to provide a copy of such non-disclosure agreement to the Affiliate for their records.
  1. Independent Contractor
    1. Affiliate is an independent contractor and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
  1. No License
    1. Affiliate acknowledges and agrees that no license is granted under this Agreement to use or access any Products, any of SimpleO’s proprietary technologies embodied therein, or any data, information or other content provided thereby. As between the parties, SimpleO retains all right, title and interest in and to the Products and all technology, data, information or other content embodied therein or provided thereby, as well as any intellectual property rights or similar rights in connection therewith, and Affiliate acknowledge that Affiliate neither own nor acquire any rights in or to the Products.
  1. Indemnification
    1. Affiliate agrees to indemnify, defend, and hold harmless SimpleO from any claims, damages, liabilities, and expenses arising out of or related to Affiliate's breach of this Agreement or Affiliate's promotional activities.
  1. Limitation of Liability
    1. In no event will SimpleO be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement.
  1. Governing Law
    1. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware[State/Country], without regard to its conflict of law principles.
  1. Miscellaneous
    1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof. 
    2. Any modifications or amendments to this Agreement must be in writing and signed by both parties. 
    3. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.