Affiliate Agreement
*** Last Updated 30 November 2024 ***
Thank you for visiting Systemize Studio. Throughout the agreement, the terms “we,” “us,” “our,” and “the Company” refer to Systemize Studio (website) and Systemize CRM (platform)—hereby referred to as Systemize CRM; the terms "affiliate," "you," "yours," and "their" refer to the Affiliate (unless specifically stated otherwise). You must review this agreement in its entirety before participating in the program as defined below.
This Affiliate Agreement constitutes the provisions herein, our Terms of Service, our Privacy Policy, and our Data Processing Agreement, all of which are incorporated herein by reference (collectively the “Agreement”). The Agreement governs your activity, application to join, and any subsequent participation in, our Affiliate program (the “Program”). By accepting the Agreement, or by participating in the Program, you (“Affiliate,” “You” or “you”) agree to be bound by the terms thereof and agree that this is a binding legal agreement between You and us.
If You are or represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. We reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement. Affiliate is responsible for ensuring its employees, agents, and representatives comply with this Agreement. Any breach of the Agreement by an employee, agent, or representative acting on Affiliate’s behalf shall be deemed a breach by the Affiliate.
1. Affiliate Application and Program Rules
1.1 You agree to provide all information reasonably requested by Systemize CRM in connection with Your application and you represent and warrant that all information you provide is truthful and accurate. You understand and agree that Systemize CRM retains sole and exclusive discretion to determine whether you qualify for participation. Systemize CRM reserves the right to change its criteria at any time, for any reason.
1.2 You represent and warrant that, when participating as an affiliate, you will comply with the all applicable laws, statutes, treaties, ordinances, regulations, codes, guidance, guidelines, including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and related guidance, all as updated (collectively, the “FTC Endorsement Guides”), policies, terms and conditions of third parties to which you and the Program are subject, and (iii) the terms of use, user agreements and other terms and conditions pertaining to the use of each website and/or platform you use.
1.3 If Systemize CRM determines, in its sole discretion, that you are not in compliance with any of the Rules, you will be considered in material breach of this Agreement, and Systemize CRM may (in its sole discretion), in addition to seeking any other available remedies in law and equity, terminate this Agreement and Your participation in the Program immediately (which may include, without limitation, forfeiture of earned Commissions), without liability:
2. Compensation
2.1 Upon acceptance into the Program, you will receive a unique Affiliate ID through https://join.systemizestudio.com/affiliate. This Affiliate ID will be incorporated in the URL that you use to advertise Systemize CRM (hereinafter, “Affiliate Link”). You may earn commissions (as further described below) for each sale (“Sale”) that is registered using your Affiliate ID.
2.2 A sale is determined to have occurred, provided a new user (“Prospect”) purchased Systemize CRM directly via the Affiliate Link. All determinations of whether a sale occurred and whether a commission is payable, will be made by Systemize CRM in its sole discretion.
2.3 A Commission is earned only if (i) Affiliate has registered and maintained a usable account with a third party payment provider to receive Commission payments and provided complete and accurate information to Systemize CRM to facilitate payment and (ii) the account of Prospect has remained in good status for at least sixty (60) days after the sale. Commissions will be paid on a monthly basis, following 60 days of each sale.
2.4 No Commission is earned for a sale if, at the time of attempted payout, Affiliate has not maintained a usable account with a third party payment provider or Systemize CRM is unable to payout commissions due to incomplete or inaccurate information provided by the Affiliate.
2.5 The commission rate is 40% of Net Monthly Revenue generated from the Affiliate Link. The Company shall pay the Affiliate a commission based on the Net Revenue generated from new customers who sign up through your Affiliate Link. The "Net Revenue" shall be defined as: the monthly fees paid by customers, less any chargebacks (credit card refunds), credits given to customers, processing fees, and sales tax. Commission will not be paid on set up fees or any other charges related to the sale of the services. Commission rate may change at Systemize CRM’s sole discretion.
2.6 If a refund or charge-back occurs for a sale, and if a commission was already paid to you for that sale, such commission is considered unearned, and the commission will be deducted from your future commission payouts.
3. Term and Termination
3.1. This Agreement will begin on the date signed by affiliate and will continue until terminated by either party upon written notice. Upon termination, Affiliate will be entitled to unpaid commissions, if any, earned by Affiliate on or prior to the date of termination.
4. Liability Waiver and Limitation of Liability
4.1 You agree that under no circumstances shall we be liable to you for direct, indirect, incidental, consequential, special, punitive, exemplary, or any other damages arising out of your use of this site or service.
4.2 Additionally, Systemize CRM is not liable for damages in connection with (i) any failure of performance, error, omission, denial of service, attack, interruption, deletion, defect, delay in operation or transmission, computer virus, or line or system failure; (ii) loss of revenue, anticipated profits, business, savings, goodwill or data; and (iii) third party theft of, destruction of, unauthorized access to, alteration of, or use of your information or property, regardless of our negligence, gross negligence, failure of an essential purpose and whether such liability arises in negligence, contract, tort, or any other theory of legal liability.
4.3 The foregoing applies even if Systemize CRM has been advised of the possibility of or could have foreseen the damages. In those states that do not allow the exclusion or limitation of liability for the damages, our liability is limited to the fullest possible extent permitted by law.
4.4 In no event shall Systemize CRM’s cumulative liability to you exceed the total purchase price of the service you have purchased from Systemize CRM, and if no purchase has been made by you, Systemize CRM’s cumulative liability to you shall not exceed $100.
5. Indemnification
5.1 You shall indemnify and hold us harmless from and against any and all losses, claims, causes of action, damages, settlements, liabilities, costs, charges, assessments, and defense expenses, including without limitation, attorney’s fees, arising out of any breach by you of any of these Contract Terms, or by any third party using the website we developed.
5.2 You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary.
5.3 You shall not settle any third-party claim or waive any defense, for which you are obligated to indemnify and hold us harmless, without our prior written consent.
6. Choice of Law and Jurisdiction
6.1 This Agreement shall be interpreted and enforced under the laws of the State of Missouri. Any action or lawsuit to enforce or interpret this contract must be brought in the State of Missouri, County of St. Louis.
7. Merger
7.1 This Agreement constitutes the sole Agreement between you and us. Any prior agreements, promises, negotiations, or representations between you and us are merged into this Agreement. Any subsequent changes to this Agreement must be in writing and signed by both parties.
