Empowerly Referral Program Terms

This Agreement is made between Empowerly, Inc., located at 2261 Market St #4555, San Francisco, CA 94114, hereinafter referred to as “Empowerly,” and any person or organization who refers new families to Empowerly using the Impact.com platform hereinafter referred to as “Partner.” 

This agreement is effective from the date that Partner joins the Empowerly referrals program on Impact.com. 

By referring new families to Empowerly, Partner accepts these terms, the Empowerly Terms & Conditions and the Empowerly Privacy Policy

In consideration of the mutual covenants and agreements herein contained, Empowerly and the Partner hereby agree to the following terms and conditions:

I. REPRESENTATIONS AND RESPONSIBILITIES

Both sides represent and warrants to each other that

1. Each side has the full right and legal authority to enter into and fully perform this Agreement in accordance with all terms;
2. Each side has the right, power, and authority to enter into this Agreement and has complied with all applicable licensing requirements in connection with its performance of this Agreement.
3. Each side shall not violate any applicable law pertaining to this Agreement.

 

II. PROGRAM ACCESS

The Empowerly Partnerships team will provide current customers with access to their unique referral link via their Empowerly portal access. For non customers and past customers, the Empowerly Partnerships team will provide access to the Referrals platform via Email. The Partnerships team is available at partners@empowerly.com for any questions.

 

III. WEBSITE RESTRICTIONS

Partner’s referral practices, website(s) or platforms shall not:

1. Infringe or violate any intellectual property, statutory, publicity, privacy, or other rights.
2. Violate any applicable law, rule, or regulation including but not limited to the California Consumer Privacy Act, UK General Data Protection Regulation, CAN-SPAM Act, the Telephone Consumer Protection Act, Children’s Online Privacy Protection Act, and all requirements imposed by the Federal Trade Commission or Federal Communications Commission.
3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
5. 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 commissions from another website, including toolbars, browser plug-ins, extensions and add-ons.
6. Include the words ”Empowerly” or any other Empowerly trademark in your domain name;
7. Share links to any illegal audio/video download sites; or share links in eBooks or PDFs without prior approval.

IV. ADVERTISING GUIDELINES

Partner shall use the links, creatives and content provided by the Empowerly Partnerships team and agrees to:

1. Only use tracking links obtained from the Empowerly referral platform
2. Promote Empowerly in a website that does not in any way copy, resemble, or mirror the look and feel of the Empowerly Website. 
3. Partner may not engage in cookie stuffing or include pop-ups, false or misleading links on the website. In addition, wherever possible, Partner will not attempt to mask the referring url information (i.e., the page from where the click is originating).
4. Avoid using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
5. Avoid bidding on the Empowerly brand in search engine or social media advertising, such as Google AdWords, Facebook, Instagram, or Yahoo/Bing, including, but not restricted to, our domain name, our company name, and our trademarks or registered URLs, including any variations, abbreviations, or misspellings) of Empowerly, unless explicitly given an exception via email from partners@empowerly.com.
6. Promote only discount codes and offers shared with you by the Empowerly team via email, mentioning the correct dates, amount and requirements.
7. Share the publisher id in the tracking link when promoting Empowerly in a network of publishers that Partner has a relationship with.
8. Abide by the CAN-SPAM Act (Public Law No. 108-187), including using an unsubscribe link in every email sent. Make sure the e-mail sent is from the Partner’s domain and not imply that the e-mail is sent on behalf of Empowerly.

 

If a Partner is found non compliant with any of these guidelines, the Partner’s current and past commissions will be voided or the commission level will be set to 0%.

 

V. PAYOUTS

Empowerly and Partner agree to the payment rules set on the referral platform, including payout triggers and payment schedule.

 

It is the Partner’s responsibility to make sure their payment information is added correctly to Impact.com in order to receive payment. 

 

Payments that are not withdrawn by the Partner, to their own bank account or wallet, in the three months following the payout month, will be cancelled on the referral platform.

VI. CONFIDENTIALITY, PROPIETARY INFORMACION, NON-SCOLICITATION AND PUBLICITY

Partner agrees that during the term of this Agreement, Partner will be in a position to become acquainted with the Empowerly’s confidential, privileged, proprietary, and licensed information relating to the Empowerly, the Intellectual Property, Empowerly’s customers and Empowerly’s existing or reasonably foreseeable business, including, but not limited to, personally identifying information pertaining to, identifying, or capable of identifying an individual customer, customer family, or student (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, payment information and financial account numbers, academic information and other unique identifiers), copyrights, trade secrets, inventions, patents, trademarks, marketing research, computer code and other technical information, software programs, prices, costs, discounts, data, books, records, files, forms, lists, reports, accounts, financial information, venture discussions, memoranda, summaries, instructions, resources, processes, technologies, projects, research, procedures, experiments, contracts, proposals, documentation, and information obtainable from examination of any such items, in oral, written, machine readable, or other form, and on tape, microfilm, microfiche, computer, optical, or other format, and other similar matters that are not publicly known or publicly available (collectively, the “Confidential Information”). For the avoidance of doubt, any Confidential Information that Partner develops in connection with this Agreement, including but not limited to any work product, shall be subject to the terms and conditions of this clause. Partner agrees that the disclosure of all or any part of the Confidential Information to Empowerly’s competitors or the use of all or any part of the Confidential Information against the Empowerly would materially damage the Empowerly in its business.

As a consequence of the above, Partner agrees that during the Term and thereafter:

Non-Use and Non-Disclosure.  Partner will not, during or subsequent to the term of this Agreement, use the Empowerly’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Empowerly or disclose the Empowerly’s Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Empowerly. Partner further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee of Partner, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in the Empowerly’s favor identical to Section 2 (Confidentiality, Proprietary Information, Non-Solicitation, and Publicity) of this Agreement.  Confidential Information does not include information which (i) is known to Partner at the time of disclosure to Partner by the Empowerly as evidenced by written records of Partner, (ii) has become publicly known and made generally available through no wrongful act of Partner, or (iii) has been rightfully received by Partner from a third party who is authorized to make such disclosure. 

Defend Trade Secrets Act of 2016.  Partner acknowledges receipt of the following notice under 18 U.S.C § 1833(b)(1), and will provide such notice to its employees, contractors and others involved in the Services, if any: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

Partner agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or on behalf of Partner during the period that Partner is to be providing the Services that relate to Empowerly or the business or demonstrably anticipated business of Empowerly or in connection with the Services or that are received by or for Empowerly in confidence, constitute “Proprietary Information.” Partner shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information.  However, Partner shall not be obligated under this paragraph with respect to information Partner can document is or becomes readily publicly available without restriction through no fault of Partner.  Upon termination or as otherwise requested by Empowerly, Partner will promptly provide to Empowerly all items and copies containing or embodying Proprietary Information, except that Partner may keep its personal copies of its compensation records and this Agreement.  Partner also recognizes and agrees that Partner has no expectation of privacy with respect to Empowerly’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Partner’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

As additional protection for Proprietary Information, Partner agrees that during the period over which it is to be providing the Services (i) and for one (1) year thereafter, Partner will not directly or indirectly encourage or solicit any employee or consultant of Empowerly to leave Empowerly for any reason and (ii) Partner will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Empowerly, and Partner will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Empowerly. Without limiting the foregoing, Partner may perform services for other persons, provided that such services do not represent a conflict of interest or a breach of Partner’s obligation under this Agreement or otherwise.

To the extent allowed by law, Section 2 (Confidentiality, Proprietary Information, Non-Solicitation, and Publicity) and any license granted Empowerly hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). Furthermore, Partner agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Empowerly may and is hereby authorized to (and to allow others to) use Partner’s name in connection with promotion of its business, products or services.  To the extent any of the foregoing is ineffective under applicable law, Partner hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert any Moral Rights with respect thereto.  Partner will confirm any such ratifications and consents from time to time as requested by the Empowerly.  If any other person is in any way involved in any Services, Partner will obtain the foregoing ratifications, consents and authorizations from such person for Empowerly’s exclusive benefit.

Exclusive Property. The Empowerly may provide Partner with materials or access to materials in connection with Partner’s performance of Services under this Agreement. Partner agrees that all software programs and other computer data, computers, videotapes, keys, combinations, books, manuals, publications, subscriptions, credit cards, records, files, forms, lists, reports, accounts, customer data, information about affiliates and their business and contacts, and other information, documentation, equipment, Confidential Information, or other materials made available to or obtained by Partner in connection with its performance of Services, in whatever form, including all of Partner’s modifications or additions thereto, are and shall be the exclusive property of the Empowerly or its affiliates and shall be returned immediately to Partner upon the termination of this Agreement for any reason or upon the Empowerly’s request at any time. 

VII. ARBRITATION AND EQUITABLE RELIEF

Disputes. Except as provided in Sections 2 (d) (Equitable Relief) and/or 2 (e) (Injunctive Relief), the Empowerly and Partner agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in San Francisco, California, in accordance with the Commercial Arbitration Rules, supplemented by the Supplemental Procedures for Large Complex Disputes, of the American Arbitration Association as then in effect (the “Rules”).  The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.

Consent to Personal Jurisdiction. The arbitrator(s) shall apply California law to the merits of any dispute or claim, without reference to conflicts of law rules. Partner hereby consents to the personal jurisdiction of the state and federal courts located in California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.

Costs.  The Empowerly and Partner shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law.

Equitable Relief. The Empowerly may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator.

Injunctive Relief. Partner agrees that the Empowerly shall be entitled to injunctive relief against Partner in the event of any breach or threatened breach of any such provisions by Partner, without the necessity of proving actual damages or posting any bond, in addition to any other relief (including damages) available to the Empowerly, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator.

Acknowledgment. THE PARTIES HAVE READ AND UNDERSTAND SECTION 2 (ARBITRATION AND EQUITABLE RELIEF), WHICH DISCUSSES ARBITRATION. THE PARTIES UNDERSTAND THAT BY SIGNING THIS AGREEMENT, THE PARTIES AGREE TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTIONS 2 (d) (EQUITABLE RELIEF) AND/OR 2 (e) (INJUNCTIVE RELIEF), AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EITHER PARTY’S RIGHT TO A JURY TRIAL EXCEPT AS IT RELATES TO TORT LAW AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES EXCEPT AS ANY AND ALL ASPECTS RELATE TO TORT LAW.

VIII. GOVERNING LAW

The terms of this Agreement shall be governed by and construed in accordance with the law of the State of California without regard to any conflicts or choice of law provisions which would result in the application of the laws of any other jurisdiction to our respective rights and duties and the rights and obligations herein shall be binding upon and inure to the benefit of the Empowerly’s and your respective successors. The state and federal courts located in San Francisco County in the State of California shall have exclusive jurisdiction over and shall be the exclusive venue for the resolution of all disputes, claims, suits or actions arising out of or in connection with this Agreement.

This agreement or any attachments constitute the entire agreement between the parties and may not be modified except in writing, signed by both parties, or by the acknowledgment of email received by both parties. No other representations or promises have been made except those that are set out in this agreement. If any part of this Agreement is adjudged invalid, illegal, or unenforceable, the remaining parts shall not be affected and remain in full force and effect.

 

IN WITNESS WHEREOF, the undersigned parties have executed this Partner Agreement as of the effective date stated above (first paragraph of the agreement).