Affiliate Agreement

For Integrations Partners

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Introduction

• Apostle has developed a software package for social media management, called Apostle social branding platform (hereinafter: the “Platform”);
• Apostle has developed a corresponding methodology;
• Affiliate specializes in [description] and its customers may be helped with the Platform;
• Affiliate wishes to purchase the Platform and is willing to refer customers to Apostle;
• In this document (“Affiliate Agreement”) the parties wish to make further agreements about their mutual cooperation and the applicable conditions;

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Article 1: Nature of the Affiliate Service

1. Apostle provides a Platform that third parties (“Customers”) can use for a fee and enter into agreements with Apostle for that purpose. If Customers enter into an agreement thanks to the Affiliate Service, it will be with Apostle and not with Affiliate. Apostle will indemnify Affiliate from all claims by Customers in connection with fulfillment of this Affiliate Agreement.
2. The Affiliate gains access to a network of specialized partners.
3. Affiliate shall perform services for Apostle which consist of soliciting identified Customers who wish to enter into an agreement with Apostle to be able to use the Platform (hereinafter: the "Affiliate Service"), for which Affiliate will pay Apostle a fee.
4. In order to perform the Affiliation Service, Apostle will provide an e-learning to Affiliate in the use of the Platform and its features for Customers.
5. By entering into this Affiliate Agreement, the parties do not form a partnership, general partnership, public company, joint venture or similar partnership. Neither party is authorized to make any commitments for the other.
6. Affiliate may use the Platform in and for the benefit of its own business as well as for the promotion of its clients. Affiliate's own use is subject to Apostle's General Terms and Conditions in full.

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Article 2: Promotion by Affiliate

1. Affiliate shall promote for the benefit of the Affiliate Service, which may be done at Affiliate's discretion within the scope of this Article. However, promotion is restricted to websites and other services under Affiliate's control.
2. Affiliate may use any materials on Apostle's website for promotion, unless Apostle has indicated specific materials to be excluded. Further, Apostle's trade name, trademark, and logo may be used in unaltered form, and Apostle may impose reasonable conditions on the manner of presentation. Apostle indemnifies Affiliate against third party copyright claims relating to these materials.
3. Affiliate shall not:
   a. provide promotional communications of any kind to Customers that falsely suggest or give the impression that Affiliate is in any way affiliated with Apostle as a dealer or partner, whereby a business display of Apostle's trade name, trademark, or logo is not covered by this prohibition;
   b. carry out promotional communications by means of unsolicited electronic communications via email, text message, or similar medium ("spam"), even if such communications would be on an opt-in basis;
   c. include promotional messages with exhortations of any kind to Customers to click on the promotional tools or falsely impersonate a potential client of the Advertiser in order to increase Affiliate compensation;
   d. display promotional materials in a manner that is or may reasonably be detrimental to Apostle's reputation.
4. Other obligations of Affiliate:
   a. Affiliate will submit the materials he wishes to use for the Affiliate Service to Apostle for approval in advance. Apostle may give instructions which must be complied with before approval is granted;
   b. Affiliate is prohibited from passing on (part of) the remuneration he receives to Customers;
   c. Affiliate is prohibited from registering or using any trade names, brand names, domain names, or service user names (such as names with Facebook, Twitter, or other third party services) which contain or are confusingly similar to Apostle's brand or trade name.
   d. Affiliate must provide a minimum of 3 customers per year. 
5. Affiliate shall not make any statements in relation to Apostle's offer that are incorrect or violate relevant legislation, such as legislation on comparative advertising, unfair trade practices, or consumer rights.
6. If Apostle has a reasonable suspicion that Affiliate is acting in violation of the provisions of this Article, it shall inform Affiliate thereof. Affiliate shall then cease or desist from the relevant act as soon as possible, failing which Apostle may terminate the Affiliate Agreement.

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Article 3: Fee and Payment

1. The Affiliate purchases their own paid license + one-time set-up to use the Platform so that employees of the organization become experienced users of the Platform. The Affiliate can choose between the Basic license or the Pro license (White label). More information can be found on the pricing page on the website.  This investment relates to the affiliate program offered by Apostle. This program consists of a ready-to-use implementation program that the Affiliate can use in its entirety or in parts. That program includes the following:

• E-learning 
• SRO templates 
• SRO checklist 
• SRO certificate 
• Partner Badge

2. If the Affiliate refers Clients to Apostle, the Affiliate will receive a 20% fee on the license value. These amounts are calculated based on each forwarded Client who enters into an agreement with Apostle. The sale is made by the Affiliate.
3. Customers forwarded by the Affiliate must always purchase their own license unless otherwise agreed with Apostle. This must be in writing at all times. 
4. When permission is given from Apostle to manage a client in the Affiliate's own team, the Affiliate will not receive a kickback on this, as this is not a new license. 
5. A fee is payable to the Affiliate when a Customer can be traced back to the Affiliate. New Customers can be submitted by Affiliate by mail. 
6. Apostle may refuse (reject) a fee only upon proof of fraud. The reimbursement will be deemed approved if Apostle does not disapprove within 30 days.
7. If the affiliate forwards leads to Apostle and does not account for the entire sale, the affiliate will receive a 10% fee on the license value. These amounts are calculated based on each forwarded Lead that enters into an agreement with Apostle. The sale is made by Apostle.

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Article 4: Terms of Payment

1. Payment of fees due under Article 3.3 will be made quarterly, in the months of April, July, October, and December for the previous quarter. Apostle will send an electronic invoice to the Affiliate for other amounts due. 
2. The affiliate will issue a pdf invoice to Apostle at invoices@apostlesocial.com.  This will include electronic billing.
3. The payment term of invoices is 30 days after the date stated thereon.
4. If the Affiliate is not domiciled in the Netherlands, Apostle is entitled to require submission of a VAT number before making payment.

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Article 5: Reports

1. For the purpose of determining results, Apostle will send a detailed report of the basis of fees to Affiliate, annually by email.
2. The results as reported according to the previous paragraph shall be binding, unless Affiliate can provide convincing evidence to the contrary.

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Article 6: Confidentiality

1. The parties shall treat information which they provide to each other before, during, or after the execution of the Affiliate Agreement as confidential if such information is marked confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. The Parties shall also impose this obligation on their employees as well as on third parties engaged by them in the execution of the Affiliate Agreement.
2. This obligation shall continue to exist even after termination of the Affiliate Agreement for whatever reason, and for as long as the providing party can reasonably claim that the information is confidential.
3. If a party receives an order for the release of confidential information from a competent authority, it has the right to proceed with the release. However, the providing party shall be informed of the order as soon as possible (in advance), unless this is not permitted by law. If the supplying party indicates that it wishes to take measures against the order (for example, by means of summary proceedings), the receiving party will wait until this has been decided, to the extent that this is legally possible.
4. Apostle reserves the right at all times to use the knowledge gained by the execution of the Affiliate Agreement for the benefit of other clients, provided that no confidential information of Affiliate is used in the process.

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Article 7: Non-competition

1. Subject to written permission, during the term of the Affiliate Agreement and for one year thereafter, Affiliate shall refrain from directly or indirectly developing similar products and/or services or bringing them to market that are similar to – or compete with – the Platform. 
2. In the event that the provisions of this article are violated, Apostle is owed an immediately payable penalty of €5,000 for each violation, to be increased by a penalty of €1,000 for each day that the violation continues, up to a maximum of €25,000, without any prior notice of default being required, without prejudice to Apostle's right to claim additional compensation if the actual damages incurred exceed the contractual penalty owed.

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Article 8: Liability

1. Apostle's liability for damages or other claims resulting from an attributable failure to perform (including breaches of warranties or indemnities), tort or on any other grounds, shall be limited to the amount owed by the Affiliate to Apostle under the Affiliate Agreement (excluding VAT) for a period of 3 months prior to the occurrence of the damage, regardless of the number of events in that year.
2. Without prejudice to the above provisions, Apostle shall expressly not be liable for any indirect damage. In this case, indirect damage is understood to mean lost profit, lost savings, reduced goodwill, and damage due to business interruption.
3. Apostle's liability on account of an attributable failure in the performance of the Affiliate Agreement shall only arise if Apostle is immediately and properly given notice of default in writing by the Affiliate, allowing a reasonable period of time to remedy the failure and if Apostle continues to fail attributably after that period. The notice of default must contain as detailed a description of the shortcoming as possible, so that Apostle is able to respond adequately.
4. Any limitations or exclusions of Apostle's liability contained in the Affiliate Agreement will cease to apply if and insofar as the damage is the result of intent or conscious recklessness on the part of Apostle's management, or death or physical injury.

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Article 9: Duration and Termination

1. This Affiliate Agreement shall be entered into for an indefinite period of time commencing on the date of signature.
2. Either party may terminate the Affiliate Agreement in writing with due regard to a 3-month period of notice.
3. Apostle shall be entitled to suspend its obligations to Affiliate if it is suspected that Affiliate is in breach of the Affiliate Agreement in any way, without Apostle being liable to pay any compensation. No compensation shall be due if the basis arose during the period of suspension. The suspension shall not end until Affiliate has removed the basis for it to Apostle's satisfaction.
4. Apostle is entitled to terminate the Affiliate Agreement with immediate effect if, in his opinion, there has been a violation of any prohibition in Article 2. In the event of termination in this situation, Affiliate shall not be entitled to payment of any outstanding compensation. After termination of the Affiliate Agreement, Apostle shall pay the outstanding balance of fees in accordance with Article 4. If Apostle terminates the Affiliate Agreement due to fraud committed by Affiliate, Apostle shall not be obliged to pay this balance to Affiliate.
5. Affiliate must deliver at least 3 clients per year. If this is not the case, the agreement will end and the Affiliate will no longer receive any remuneration.

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Article 10: Amendment of the Affiliate Agreement

1. This Affiliate Agreement is entered into for an indefinite period starting on the date of signing.
2. Each party may terminate the Affiliate Agreement in writing, subject to a notice period of 3 calendar months.
3. Apostle is entitled to suspend its obligations to Affiliate if it is suspected that Affiliate is in breach of the Affiliate Agreement in any way whatsoever, without Apostle being liable to pay any compensation. No compensation shall be due if the basis arose during the suspension period. The suspension shall end only after the Affiliate has removed the basis for it to Apostle's satisfaction.
4. Apostle shall be entitled to terminate the Affiliate Agreement with immediate effect if, in its opinion, there is a violation of a prohibition under Article 2. Upon termination in this situation, the Affiliate shall not be entitled to payment of any outstanding compensation. After termination of the Affiliate Agreement, Apostle will pay the due balance of fees following Article 4. If Apostle terminates the Affiliate Agreement based on a committed fraud by the Affiliate, Apostle is not obliged to pay this balance to the Affiliate.

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Article 11: Other Provisions

1. This Affiliate Agreement is governed by Dutch law. Any dispute arising out of or in connection with the Affiliate Agreement shall be brought before the competent Dutch court for the district in which Apostle has its registered office. 
2. In this Affiliate Agreement, the term “in writing” includes communication by e-mail, provided that the identity of the sender and the integrity of the content of the message are sufficiently clear, with the exception of termination and dissolution of the Affiliate Agreement.
3. If any provision of this Affiliate Agreement is found to be invalid, this shall not affect the validity of the entire Affiliate Agreement. In such case, the parties shall adopt (a) new provision(s) to replace it, which shall, as much as is legally possible, give effect to the intention of the original Affiliate Agreement.
4. The version of any communications received or stored by Apostle shall be authentic and conclusive evidence, subject to evidence to the contrary to be provided by Affiliate.
5. The parties may transfer their rights and obligations under this Affiliate Agreement to a third party only with the prior written consent of the other party, except in the case of transfer of the entire business or the relevant part thereof.
6. The kickback is determined quarterly. The Affiliate receives this overview and should send an invoice in pdf to invoices@apostlesocial.com. 

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