TRELLIS AFFILIATE PROGRAM TERMS
Thank you for your interest in participating in the Trellis Affiliate Program (the “Affiliate Program”) which is offered by Trellis Corporation (“Trellis”/“we”/“us”). To participate in the Affiliate Program, you must review and accept these terms which govern your participation (this “Agreement”). PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THIS AGREEMENT OR PARTICIPATING IN THE AFFILIATE PROGRAM, YOU HEREBY SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT. WE MAY MAKE CHANGES TO THIS AFFILIATE PROGRAM FROM TIME TO TIME. PLEASE SEE FURTHER “PROGRAM AVAILABILITY & MODIFICATIONS” BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “APPLY” BUTTON TO PARTICIPATE IN THE AFFILIATE PROGRAM.
If you are registering as an affiliate in your individual capacity, then references to “Affiliate” or “you” herein refer to you. If you are registering as an affiliate on behalf of an entity or other organization, you are agreeing to this Agreement for that entity or organization and representing to us that you have the authority to bind that entity or organization to this Agreement (and, in which case, references to “Affiliate” or “you” herein refer to that entity or organization).
1. About the Program
Trellis owns and operates the website www.gotrellis.com and all associated subdomains and makes available web-based software-as-a-service solutions on a subscription basis (collectively the “Trellis Offerings”). This Agreement permits Affiliates to market and promote the Trellis Offerings on the terms of this Affiliate Program.
2. Program Availability & Modifications
We reserve the right to refuse any person or entity entry into the Affiliate Program. We may also alter, suspend, or discontinue this Affiliate at any time and for any reason or no reason, without prior notice. In addition, 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 commission/ referral fees, payment procedures and program rules. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Continued participation in the Affiliate Program, is deemed acceptance of the modifications.
3. Program Delivery
On joining the Affiliate Program, you will be issued a link specifically assigned to Affiliate (whether in the form of text, logo or other graphic) which will enable you to earn commission for qualified referrals (an “Affiliate Link’). During the term of this Agreement, you will have the right to display and promote the Affiliate Link on your website, artwork, blog, newsletter, social media, tutorial, course, contest, eBook, video, event, podcast, or digital product.
Affiliate will also have the right to use graphical banners, icons and other design resources provided by Trellis to market and promote the Trellis Offerings (collectively “Trellis Marketing Materials”). Use of the Affiliate Link and Marketing Materials must be in accordance with our trademark policies and reasonable instructions. If we object to the manner in which you display the Affiliate Link or any other content relating to Trellis, its business or the Trellis Offerings, you must remedy the issue in the manner requested by us as soon as reasonably practicable.
4. Proprietary Rights.
The Trellis Offerings, our name and logo, and all related names, logos, product and service names, designs, and slogans including SELF-DRIVING PPC are the property of Trellis Corporation or its corporate affiliates or licensors. You must not use such marks without our prior written permission. All use of our trademarks will inure to our sole benefit.
Affiliate acknowledges that, in connection with this Agreement or the Affiliate Program, it may obtain business, technical or financial information relating to Trellis or the Trellis Offerings (“Proprietary Information”). Affiliate 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 Affiliate or its employees or agents disclose any such Proprietary Information to any person without our prior written consent. Affiliate 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 Affiliate, or is lawfully received by Affiliate from third parties without restriction and without breach of any duty of nondisclosure by any such third party.
Affiliate will be entitled to be paid a one-time commission and a percentage of Net Revenue received by us from a customer in respect of that customer’s purchase of a Trellis Offering within forty-five (45) day of clicking on your Affiliate Link. The percentage of Net Revenue and the duration will be indicated in the partner portal. As used herein “Net Revenue” means license fees received by us from a referred customer through a valid Affiliate Link (for clarity, excluding any consulting, integration, or other professional services which Trellis might offer from time to time, as well as discounts, taxes, refunds, transaction fees, and the like).
The foregoing commission terms may change from time to time and may be subject to temporary or limited-time special promotions, challenges or bonuses and commission rates will vary according to offers.
Word of mouth referrals will not result in an affiliate commission being generated, except as otherwise agreed upon by us in our sole discretion. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate Links. Properly coded links are the sole responsibility of Affiliate. 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 Trellis at the time of sign-up;
- from referrals of yourself;
- from referrals in violation of this Agreement; or
- if you have a separate marketing or consulting relationship with us for which you receive any compensation.
6. Payment Term
Trellis utilizes PayPal Business for payment processing but reserves the right to utilize other third-party payment processors or service providers to facilitate payments under the Affiliate Program. Affiliate is solely responsible for keeping its recipient address for the payment processor used by us current. We 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 us.
Customers who purchase Trellis Offerings through the Affiliate Program will be deemed to be customers of Trellis. We reserve the right to enter into agreements and determine the appropriate Accordingly, all rules, policies, and operating procedures concerning customer licenses and use restrictions for the Trellis Offerings. We may change our policies, pricing structure and/or operating procedures at any time and at our sole discretion.
8. Prohibited Activities.
Affiliate will not place any Links on any sites that do not qualify for or are otherwise refused for the Affiliate Program. Sites that do not qualify for the Affiliate Program include, but are not limited to, sites which promote violence, discrimination, illegal activities, infringe third party rights or list coupon codes or discounts that were not officially provided to them by us. Affiliate will also not use spam e-mail or other forms of Internet abuse (including spamming forums, blogs, or social media sites) to seek referrals.
Affiliate agrees to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by us. Affiliate will not, directly, or indirectly:
- use the term “Trellis” in any variation in its site URL;
- promote coupons that were not provided to Affiliate by Trellis;
- 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 Affiliate’s activities related to this Agreement or the Affiliate Program – Affiliate must use only word of mouth or its own media (e.g., Affiliate’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.
9. 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. Affiliate has no authority to make or accept any offers or representations on our behalf. Affiliate will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing. It is the sole responsibility of the Affiliate to disclose the nature of their relationship with Trellis to any customers and Affiliate shall indemnify and hold harmless Trellis against any liability arising from Affiliate’s lack of proper disclosure to an actual or potential customer.
10. Term and Termination
The term of this Agreement will begin when you accept and will end when terminated by either party. Either Trellis or Affiliate 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 us to you, to the email address associated with your account, or (2) in the case of notices from you to us, to [email protected] You may also terminate your account at any time by canceling/deleting your account from the affiliate website. 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 Affiliate’s sites, all links to our websites (including all Affiliate Links), and all our trademarks, logos, and all other materials provided in connection with this Agreement. Termination results in the immediate closure of the Affiliate’s account and, if Affiliate 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.
11. Limitation of Liability
TRELLIS 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 AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE AFFILIATE UNDER TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
TRELLIS HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE TRELLIS OFFERINGS, ANY LINKS, THE AFFILIATE PROGRAM OR AN AFFILIATE’S POTENTIAL TO EARN INCOME FROM THE AFFILIATE 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 WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
WE WILL MAKE REASONABLE EFFORTS TO TRACK AND PAY COMMISSIONS TO YOU. HOWEVER, WE ARE NOT RESPONSIBLE FOR TECHNICAL PROBLEMS, ACTS BY THIRD PARTIES, OR OTHER INACCURACIES OR EVENTS OUTSIDE OUR REASONABLE CONTROL.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws in effect in the Province of Ontario without giving effect to any principles of conflicts of law. Any legal action or proceeding between us shall be brought exclusively in a court of competent jurisdiction located in Ottawa, Ontario, Canada.
You may not assign this Agreement. This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter. Trellis may amend this Agreement at any time in accordance with the terms in Section 1 above. No failure or delay by Trellis in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
Last Updated: May , 2021