Agreement to terms

This Partnership Program Agreement (the “Agreement”) is a binding agreement between Bouncer Sp. z o.o. (“Bouncer”, or “we”) and you, the business entering into this Agreement, (“Partner” or “you”), (collectively “the Parties”). This Agreement governs your participation in the Bouncer Partner Program as further described herein (the “Program”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS ARBITRATION PROVISIONS AND LIABILITY LIMITS, AMONG OTHER CLAUSES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PROGRAM. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE, OR THAT YOU ARE THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE AND YOU HAVE GIVEN US YOUR CONSENT TO ALLOW ANY OF YOUR MINOR DEPENDENTS TO USE THE PROGRAM.

YOU MAY NOT PARTICIPATE IN THE PROGRAM IF YOU DO NOT ACCEPT THIS AGREEMENT.

To enrol in the Program the Partner must accept the Program terms available on the PartnerStack platform.

Recitals & Purpose

WHEREAS, Bouncer is providing Email Verification Software as a Service;
WHEREAS, Partner is in a position to refer prospective customers to Company;
NOW, THEREFORE, this Agreement provides the terms and conditions under which Partner will do so as part of the Program.

§1. Modification

We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include without limitation changes in the scope of available referral fees, fee schedules, payment procedures and program rules. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. If you continue participation in the program, it will be considered as your acceptance of the modifications. Subject to the foregoing, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.

§2. Enrolment

To enrol in the Program, you must submit a partnership application form to Bouncer and be approved. Applicants will be notified of their acceptance status as soon as possible after their information is reviewed.

§3. Links

Subject to the terms of this Agreement, Bouncer hereby grants Partner a non-exclusive license during the term of this Agreement to display a link specifically assigned to Partner (whether in the form of text, or a logo or other graphic) provided to Partner by Bouncer (the “Partner Link”), which will link to your Partner URL (as defined below), in a manner consistent with Bouncer’s trademark policies promulgated from time to time. If Bouncer objects to the manner in which Partner displays the Link or any other content relating to Bouncer or its software or services, Partner will remedy the issue in the manner requested by Bouncer as soon as reasonably practicable. All use of Bouncer’s name or its other trademarks will inure to the sole benefit of Bouncer. Partner agrees to comply with any referral or opportunity registration process that Bouncer may promulgate from time to time.

§4. Partner URL

You will be issued a special URL (“Partner URL”) once you become an approved member of the Bouncer Partner Program which will be unique to you and you only, and will allow you to be paid for partnership referrals.

§5. Commissions

Partner will receive the percentage of Net Revenue (as defined below) received by Bouncer, for customers that register via Partner Link, defined while joining the Program.

The foregoing commission terms may change from time to time, and may be subject to temporary or limited-time special promotions, challenges or bonuses.
“Net Revenue” means revenue received by Bouncer from a referred Bouncer customer through a valid Partner Link excluding consulting, integration or other professional services, discounts, commissions, taxes, refunds and the like.

For a sale to generate a commission to Partner, the customer must click through your Partner URL and register Bouncer account within 30 days. Word of mouth referrals will not result in a partnership commission being generated, except as otherwise agreed upon by Bouncer in its sole discretion. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Partner Links. Properly coded links are the sole responsibility of Partner. For clarity, and without limitation, referrals and Net Revenues collected as follows or in any of the following situations will not qualify for a commission hereunder:

• from third parties that were already customers of Bouncer at the time of sign-up;
• from third parties that receive a discount for their license fees;
• from referrals of yourself;
• from referrals in violation of this Agreement; or
• if you have a marketing or consulting relationship with Bouncer for which you receive any compensation.

§6. Payment

Bouncer may utilise third party payment processors or service providers in order to facilitate payments under the Bouncer Partner Program. Partner is solely responsible for keeping its recipient address for the payment processor used by Bouncer current. Bouncer will have no liability for, and will not resend, payments returned due to incorrect payment email addresses. Payments will be made within forty five (45) days after the end of the month in which the corresponding amounts are collected by Bouncer.

§7. Customer Relationship

Customers who purchase products and services through the Bouncer Partner Program will be deemed to be customers of Bouncer. Accordingly, all rules, policies, and operating procedures concerning customer licenses and services will apply to those customers, and customers shall enter into a separate contractual relationship with Bouncer for Bouncer’s services. We may change our policies, pricing structure and/or operating procedures at any time and at our sole discretion.

§8. Qualifying Sites

Bouncer reserves the right to refuse any site entry into the Bouncer Partner Program based on site content. Partner will not place any Links on any sites that do not qualify for or are otherwise refused for the Partner Program.  Sites that do not qualify for the Partner Program include, but are not limited to, sites which:

• Promote sexually explicit materials
• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promote illegal activities
• List coupon codes or discounts that were not officially provided to them by Bouncer
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Bouncer or any third party.

§9. Permitted Usage

The following are permitted uses of the Bouncer brand and marketing resources

• Partner is permitted to use the graphical banners and design resources provided by us. If a specific size banner ad is not available, Bouncer may contact the Partner Program manager at [email protected] and request a new banner graphic be added to the available resources.

Our name and logo, and all related names, logos, product and service names, designs, and slogans are the property of Bouncer or its corporate affiliates or licensors. You must not use such marks without the prior written permission of Bouncer.

§10. Prohibited Usage

Partner agrees to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by Bouncer.  Partner will not, directly or indirectly:

• use the term “Bouncer” in any variation in its site URL (e.g., bouncer.net, bouncerscouponcodes.com, bouncer.com, shopifybouncer.com, bouncer.plugins.com, etc);
• promote coupons that were not provided to Partner by Bouncer;
• host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts;
• use any advertising platform (e.g., Facebook ads, Google adwords, etc.) in connection with any of Partners’s activities related to this Agreement or the Bouncer Partner Program – Bouncer must use only word of mouth or its own media (e.g., Partner’s YouTube channel, website blogs, etc.) to generate referrals hereunder;
• in connection with its activities hereunder, (i) violate or infringe any common law or statutory rights of any person or other entity (including, without limitation, proprietary rights, copyright rights, trademark, service mark or patent rights, or any rights of privacy or publicity); (ii) violate any law, rule or regulation; (iii) use any material or information that is obscene, pornographic, libelous, defamatory, slanderous; or (iv) use any false or deceptive material, or otherwise engage in any consumer or other fraud.

§11. Bouncer Anti-Spam Policy

Partner will not use spam e-mail or other forms of Internet abuse (including spamming forums, blogs, twitter, facebook and other social media outlets) to seek referrals. Spam includes, but is not limited to, the following:

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” system;
• Certain off-line activities that are similar to spam, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

Partner will perform its activities hereunder in compliance with all applicable laws (including the CAN-SPAM Act of 2003) and any other Federal Trade Commission laws or regulations, and Partner will only send e-mails containing a Link or message regarding Bouncer’s products and services to person(s) who have been previously contacted and whom consented to the fact that Partner will be sending an e-mail containing such information.

Bouncer may investigate any Partner conduct and, at its sole discretion and with or without cause or prior notice, terminate this Agreement.  In addition, Partner will indemnify and hold harmless Bouncer against any liability arising from Partner’s breach of any obligation, representation or warranty of Partner under this Agreement.

If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our customer service department at [email protected]

§12. Relationship of Parties

The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner has no authority to make or accept any offers or representations on our behalf. Partner will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing.

§13. Disclosure of Partnership Relationship

It is the sole responsibility of the Partner to disclose the nature of their relationship with Bouncer to any customers and Partner shall indemnify and hold harmless Bouncer against any liability arising from Partner’s lack of proper disclosure to an actual or potential customer.

§14. Term and termination

The term of this Agreement will begin when you accept and will end when terminated by either party. Either Bouncer or Partner may terminate this Agreement at any time, with or without cause, upon written notice to the other (which notice may be sent by email (1) in the case of notices from Bouncer to you, to the email address associated with your account, or (2) in the case of notices from you to Bouncer, to [email protected]). Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from all of Partner’s sites, all links to the Bouncer websites (including all Links), and all Bouncer trademarks and logos, other Bouncer marks and all other materials provided in connection with this Agreement. Termination results in the immediate closure of the Partner’s account and, if Partner breaches any term or condition of this Agreement, the loss of all rights regarding referrals and the forfeiture of any unpaid commissions. In addition, upon termination, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to intellectual property rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, arbitration, class action waivers and the miscellaneous provisions below.

§15. Limitations of liability

BOUNCER WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, EXPENDITURES OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE 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 PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE PARTNER UNDER TO THIS AGREEMENT IN THE TWELVE(12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

§16. Disclaimers

BOUNCER HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE BOUNCER SITE AND PRODUCTS, ANY LINKS, THE PARTNERSHIP PROGRAM OR AN PARTNER’S POTENTIAL TO EARN INCOME FROM THE PARTNERSHIP PROGRAM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND/OR WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE.  IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE WEBSITES OR THE LINKS WILL BE UNINTERRUPTED OR ERROR-FREE, AND BOUNCER WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

BOUNCER WILL MAKE REASONABLE EFFORTS TO TRACK AND PAY COMMISSIONS TO PARTNER. HOWEVER, BOUNCER IS NOT RESPONSIBLE FOR TECHNICAL PROBLEMS, ACTS BY THIRD PARTIES, OR OTHER INACCURACIES OR EVENTS OUTSIDE BOUNCER’S REASONABLE CONTROL.

§17. Proprietary Information

Partner acknowledges that, in connection with this Agreement or the Partnership Program, it may obtain business, technical or financial information relating to Bouncer (“Proprietary Information”). Partner and its employees and agents shall, at all times, both during the term of this Agreement and after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties as expressly provided in this Agreement; nor shall Partner or its employees or agents disclose any such Proprietary Information to any person without Bouncer’s prior written consent. Partner shall not be bound by this Section with respect to information it can document has entered or later enters the public domain as a result of no act or omission of Partner, or is lawfully received by Partner from third parties without restriction and without breach of any duty of nondisclosure by any such third party.

§18. Miscellaneous

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 provision or any other provision of this Agreement. Neither party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that Bouncer may assign this Agreement to any third party who succeeds to substantially all its related business or assets. This Agreement contains the entire understanding of the parties regarding its subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

Any dispute or claim arising out of this Agreement or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Poland without giving effect to any choice or conflict of law provisions or rules.

By signing up with the Bouncer Partner Program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.

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