Terms & Conditions

1. Overview

This Agreement is made, and effective right after the clicking a button and/or checking a box marked “confirm,” “I AGREE,”  and between you and Tagis Inc., hereinafter referred to as "Amplemarket", In the event of any conflict or inconsistency between the Terms of Service and this Agreement, this Agreement will control to the extent of such conflict or inconsistency.

If you are a company, organization, or other entity (“Entity Affiliate”), then (a) you are solely responsible for all acts and omissions of your employees, contractors, agents, and other representatives (collectively, “Affiliate Representatives”), and any act or omission by an Affiliate Representative that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you; and (b) you will make each Affiliate Representative aware of this Agreement’s provisions, as applicable to such Affiliate Representative, and you will cause each Affiliate Representative to comply with such provisions.

2. Partner Program & Eligibility

To apply for participation in the Program, you must: (a) agree to this Agreement; (b) submit an application to participate in the Program available at https://www.amplemarket.com/partnerships (“Partners Landing Page”); and (c) provide a valid account for a payment processor (such as PayPal, Bank account or Stripe) acceptable to us, in our sole discretion (“Payment Method”) (collectively, the “Enrollment Requirements”). After completing the Enrollment Requirements, you may be accepted into and enrolled in the Program. Acceptance into and continued participation in the Program may be granted, denied, withheld, or revoked in our sole discretion, as Amplemarket reserves the right to re-evaluate your enrollment in the Program at any time. Affiliate Representatives who complete the Enrollment Requirements on behalf of an Entity Affiliate must be authorized to agree to this Agreement on the Entity Affiliate’s behalf. You are not eligible to rejoin the Program if you were previously removed from the Program by Amplemarket.Upon Partner’s acceptance by Amplemarket into the Partner Program, and subject to the terms and conditions of this Agreement, Amplemarket hereby authorizes Partner on a non-exclusive basis to promote and refer to Amplemarket prospects who may be interested in subscribing to the Amplemarket Platform (“Prospects”).

3. Commissions

Referrals Process. If you are accepted into, and enrolled in, the Program, you will receive a unique URL (“Affiliate Link”) that you may display on your website(s), social media page(s), and/or other applicable channel(s) (collectively, including the content contained therein, “Affiliate Channels”), to facilitate referrals. Use of the Affiliate Link on Affiliate Channels and referrals made through the Affiliate Link are subject to the terms and conditions of this Agreement and any other guidelines we may make available to you.

Each entity that, within ninety (90) days of clicking on your Affiliate Link, subscribes to a paid plan for Amplemarket services (each such entity, a “Customer” and, each such paid plan, a “Subscription”) is a successful referral (“Referral”). For each Referral, you will receive ten percent (10%) of the revenue actually received by Amplemarket (excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like) for the first year of the applicable Subscription. As a program participant, you will receive access to a dashboard designed to assist you in tracking clicks on your affiliate link, referrals, and eligibility for commissions (the “Dashboard”). For clarity, Amplemarket is not obligated to provide any payment or compensation of any type beyond that of earned Commissions, if any.

Any payments made by a Customer to Amplemarket for products and/or services other than the Subscription (including, without limitation, support, implementation, and/or training services) are not eligible for and will not be included in the calculation of Commissions.

Acceptance of Leads. Within a reasonable time, Amplemarket receiving details of a Proposed Lead, will review it and notify the Partner of their acceptance or rejection of that Proposed Lead. Any leads not accepted or rejected within a reasonable period shall be deemed rejected. Amplemarket will notify the Partner of accepting or rejecting a Proposed Lead. Amplemarket will be under no obligation to accept any Proposed Lead and may reject any Proposed Lead at its sole discretion, including because:

1. the Proposed Lead was an existing client of Amplemarket at the time of the submission of the Proposed Lead;

2. the Amplemarket was already involved in commercial discussions for the supply of an application service to the Proposed Lead at the time of the submission of the Proposed Lead;

3. notification of the opportunity has previously been submitted to the Amplemarket by the Partner or any third party concerning the Proposed Lead in the previous six (6) calendar months;

4. the Proposed Lead was not introduced during the Term of this Agreement; or

5. The Proposed Lead is located outside the Territory or in an area where Amplemarket has an exclusive arrangement for the supply of the applicable services or which Amplemarket is otherwise prohibited by contract or law from accepting.

Link Conflict. The Commission will be attributable only to the last Affiliate Link on which the applicable Customer clicked before purchasing the Subscription. For example, if a prospective Customer clicks on an Affiliate Link provided by Affiliate Z, then clicks on an Affiliate Link provided by Affiliate X and purchases a Subscription. Affiliate X will receive the full Commission applicable to such Subscription, even if the Subscription purchase is within ninety (90) days of the date on which such Customer clicked on Affiliate Z’s Affiliate Link and Affiliate Z meets all other conditions outlined in this Agreement regarding Commissions. Commissions will not be split or transferred under any circumstances.

Payment of Commissions. Commissions earned for each Referral will become payable thirty (30) days after Amplemarket’s receipt of payment for the applicable Customer’s Subscription. After this thirty (30) day period, the Commission will appear within the Dashboard (with the exception of holidays, weekends, and company closures, in such cases, the Commission will appear on or about the next business day). Commissions are up for processing according to a cadence that matches the applicable Customer’s payment terms. For example, if Customer A pays Amplemarket for a Monthly Subscription, you will be entitled to Commissions for each of the first twelve (12) consecutive months during which Customer A pays for such Subscription; if Customer B pays Amplemarket for an annual Subscription, you will be entitled to one payment of Commissions (in each case, provided that all other conditions outlined in this Agreement regarding Commissions are met).

Customer Refunds. If a refund is issued to a Customer (including, without limitation, due to such Customer’s cancellation of its Subscription), or a payment from a Customer is charged back or reversed after the Commission associated with such payment by Customer has already been made available in your Payment Method, then Amplemarket will, at its option: (i) debit your Payment Method for an amount equal to such refund, chargeback, or reversal amount, (ii) reduce or set off against any future Commissions due to you hereunder by an amount equal to such refund, chargeback, or reversal amount, or (iii) invoice you for an amount equal to such refund, chargeback, or reversal.

Taxes. You are solely responsible for all taxes, duties, excises, and other charges imposed by any government entity, as well as for any and all reporting requirements related to your Commissions. Amplemarket may withhold from any amounts due to you hereunder (or, when appropriate, invoice you for) any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like that are assessed against Amplemarket at any time in connection with Commissions.

Opt-Out. In the case of the Qualified Lead, using the Opt-Out clause present in the Customer Agreement, all payment obligations shall cease as of the date of termination. Amplemarket will only pay a Referral Bonus based on the Subscription Fee paid to and collected by Amplemarket before the termination or expiration of the Customer Agreement.

Effect of Termination 

1. Amplemarket’s obligation to pay Partner the Referral Bonus will survive for the initial twelve (12) months of the Customer Agreement. Such obligation will survive termination or expiration of this Agreement (except in the case of Amplemarket’s termination for Partner’s breach, in which case, all payment obligations shall cease as of the date of termination), provided that Amplemarket will only pay the Referral Bonus based on the Subscription Fee paid to and collected by Amplemarket before termination or expiration of this Agreement.
2. Amplemarket will not be obligated to pay Partner any Referral Bonus except for Customer Agreements executed before the effective termination date.  

Marketing: Partner may include Amplemarket Services in Partner’s sales materials. Partner may deliver Amplemarket published marketing materials to prospects and Amplemarket Customers. All Partner sales materials referencing Amplemarket Services must be reviewed and approved by Amplemarket before the Partner provides them to Customers.

4. Program Restrictions

Program participants are prohibited from engaging in the following activities:

1. Affiliate Link manipulation or modification of any kind;
2. Engage in any behaviors that are fraudulent, abusive, or harmful to Amplemarket (including, without limitation, the Site (as defined below)) and/or the Program, as determined by us in our sole discretion;
3. Utilizing an Affiliate Channel that in any way copies resembles, or mirrors the look and feel of Amplemarket’s website (including any successor and related sites, the “Site”) and creating the impression that any Affiliate Channel is the Site or any part of the Site, including by framing of the Site in any manner;
4. Engaging in cookie stuffing or including pop-ups or false or misleading links on any Affiliate Channel, as well as attempting to mask the referring URL information (i.e., the page from which the click is originating);
5. Using your Affiliate Link to purchase a Subscription (A) for your entity or your parent, subsidiary, or affiliate entities, or (B) for yourself, your employer, or any other organization to which you provide services;
6. Sending your Affiliate Link or any marketing messages in connection with the Program to any third party via SMS or text message;
7. Using redirects to bounce a click off of a domain from which the click did not originate to give the appearance that it came from that domain (also known as cloaking);
8. Sending unsolicited bulk emails (spam) that contain your Affiliate Link or otherwise in connection with the Program;
9. Displaying your Affiliate Link on sites and/or apps that contain or reference nudity, pornography, or other sexually explicit materials; weapons or graphic violence (including any violent video game images); alcohol, drugs, tragedy, transportation accidents, sensitive social issues, fake news, or gambling; or content that is offensive, obscene, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), that is solicitous of any unlawful or offensive behavior, or that may create a risk or threat of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person or animal (collectively, “Offensive and Harmful Materials”), in each case as determined by us in our sole discretion;
10. Utilizing an Affiliate Channel and/or Affiliate Materials that contain or reference Offensive and Harmful Materials;
11. Offering any discount, coupon, free trial, promo code, or other promotional offer in relation to the Program or any Subscription that Amplemarket does not expressly authorize in writing in advance;
12. Utilizing an Affiliate Channel and/or Affiliate Materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to, or are likely to, damage, interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information (as defined below);
13. Utilizing an Affiliate Channel and/or Affiliate Materials that contain software or use technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website or that potentially enables the diversion of affiliate payments from another website, including, without limitation, toolbars, browser plug-ins, extensions, and add-ons; and
14. Promoting any Amplemarket products or services through a sub-affiliate network, unless expressly permitted in writing by Amplemarket

5. Our Liability and Disclaimer

You acknowledge and declare that we are in no way related or connected and that your business’ content, operating methods, and transactions ARE NOT conducted through the Platform nor controlled by Amplemarket. in any way. Therefore, Amplemarket has no knowledge, bears no responsibility, and does not guarantee the correctness, lawfulness, completeness, truth, precision, or quality of the content and/or the products or services you provide. Further, we are not responsible for any actions or omissions, loss, or damage that can be caused to the Customers or any third party due to or in connection with the use, visit, or transaction with your business. We DO NOT participate in and are not a contracting party in the agreements executed between you, your customers, and any third party.

6. Confidentiality

Each party agrees that if it obtains access to the other party’s confidential and proprietary information, including information related to such party’s business, customers, products, sales, services, software, and technology (collectively, “Confidential Information”), it will use the same measures to protect such Confidential Information as it uses concerning its confidential information of like importance, but in no event will it use less than reasonable care, including, instructing its employees, vendors, agents, consultants and independent contractors of the preceding and requiring them to be bound by appropriate confidentiality agreements. Suppose a party is required by law to disclose Confidential Information. In that case, it will give the other party immediate notice of such required disclosure and preserve such party’s opportunity to seek protective legal treatment for such Confidential Information. The foregoing confidentiality obligations will survive for two (2) years from the date of expiration or termination of this Agreement.

7. Termination

Term: This Agreement will be in effect for one (1) year from the Effective Date. It will automatically renew for subsequent one-year terms unless either Party provides the other Party with written notice of non-renewal at least thirty (30) days before the end of the then-current term, subject to earlier termination as provided below. 

Termination. Either Party may terminate this Agreement: (a) due to the other Party’s material breach of this Agreement if that breach is not cured within the 30-day notice period following receipt of such notice; or (b) immediately upon written notice, upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings that are not dismissed within 60 days of the date of filing, upon the other Party’s making an assignment for the benefit of creditors, or upon the other Party's dissolution or ceasing to do business. In addition, Amplemarket may terminate this Agreement for convenience, upon 30 days prior written notice, with or without any cause. 

Effect of Termination. Upon any termination or expiration of this Agreement,(a) both Parties will immediately promptly remove the other Party’s Licensed Materials or Marks, as applicable, from its websites and all other future marketing and sales materials and presentations and otherwise cease all use of the other Party’s Licensed Materials or Marks, as applicable, (b) you must immediately cease all activities in connection with the Program, (c) you must immediately cease all use of, and remove from the Affiliate Channel(s) your Affiliate Link (d) you will cease accruing rights to Affiliate Fees.

8. Applicable Law and Jurisdiction

These terms are governed by and construed according to the laws of the State of California without regard to the principles of conflicts of law.

9. Miscellaneous

Notices. Any notice or other communication required or permitted in this Agreement will be in writing and will be deemed to have been duly given (a) on the day of service if served personally, (b) upon receipt with proof of delivery if sent via overnight delivery service and addressed to the respective Parties at the addresses set forth below, or (c) when receipt is electronically confirmed if transmitted by e-mail.

Assignment. This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, either Party may, without such consent, assign this Agreement to a successor to all or substantially all of the assets or business of such Party to which this Agreement relates.  Any purported assignment in violation of the preceding sentence will be void.  Any permitted assignee will assume all obligations of its assignor under this Agreement, provided that if Partner assigns this Agreement to an affiliate or subsidiary, Partner will continue to remain obligated under this Agreement.

Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful will not affect the remainder of the Agreement and will be severable therefrom, and the unenforceable or unlawful provision will be limited or eliminated to the minimum extent necessary to that this Agreement will otherwise remain in full force and effect and enforceable.

Entire Agreement. This Agreement (with all attachments and exhibits hereto) constitutes the agreement between the Parties. It supersedes any and all prior agreements between them, whether written or oral, concerning the subject matter hereof. This Agreement may not be amended, modified, or provision hereof waived, except in writing signed by the Parties hereto. No waiver by either Party, whether express or implied, of any provision of this Agreement, or any breach thereof, will constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement. 

Independent Contractors. The Parties are independent contractors and not agents, partners, joint ventures, or otherwise affiliated, and neither has any right or authority to bind the other in any way. Accordingly, neither party will commit the other to any contract or obligation or negotiate any terms thereof. The term “partner”, as used in this Agreement, Partner Portal, or related documents, is used in its common marketing sense and does not imply a partnership in any legal sense of the term.

Non-Exclusive Agreement. Each party acknowledges that this Agreement does not create an exclusive agreement between the parties. Each party has the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar products and services of third parties. To avoid doubt, once a party establishes a Sale, the other party must not refer a direct competitor of the other to such Lead for any services that are in competition with the Amplemarket or induce that Lead to cease commercial discussion to acquire the Service.

Negotiations and other Agreements. Partner will not make any representations, warranties, or promises regarding Amplemarket’s products or services (including pricing) or enter into any contract on behalf of Amplemarket.

Contact. Please contact us at partners@amplemarket.com with any questions regarding this Agreement.