Affiliate Terms and Conditions

Last Modified: 9/21/2022

Affiliate Terms and Conditions

To receive payouts from the SynkedUP Affiliate program, as an affiliate, you must provide a supported means of delivering the payout to you. Currently SynkedUP Affiliate program only supports PayPal payouts.
The terms and commission structure can be updated, changed, edited, modified without notice, and will immediately apply and take effect for all referrals and payouts.

Acceptance of the Terms of Use

These terms of use are entered into by and between You and SynkedUP (“Company,” “we,” or “us“). The following terms and conditions “Terms of Use“, govern your access to and use of synkedup.com, including any content, functionality, and services offered on or through synkedup.com the “Website” or “App”, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website or App. By using the Website or App, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://synkedup.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website and App is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or App.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website or App thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.

THESE AFFILIATE TERMS OF SERVICE (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN SynkedUP L.L.C., A Pennsylvania LIMITED LIABILITY COMPANY (“SynkedUP”) AND the INDIVIDUAL or entity AGREEING TO BE BOUND BY this Agreement (“AFFILIATE”). BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING AFFILIATE’S ACCEPTANCE OF THIS AGREEMENT, PERFORMING SOME OTHER FORM OF ASSENT, OR BY EXECUTING THIS AGREEMENT OR ANY DOCUMENT THAT INCORPORATES THIS AGREEMENT AND OF WHICH THIS AGREEMENT IS A PART, AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT. AFFILIATE REPRESENTS TO SynkedUP THAT AFFILIATE HAS THE AUTHORITY TO BIND AFFILIATE TO THIS AGREEMENT.

 

This Agreement is effective as of the date Affiliate accepts this Agreement (the “Effective Date”).

 

RECITALS

 

WHEREAS, SynkedUP is in the business of (a) providing software to SynkedUP’s customers, which such software provides users with project management tools, and (b) providing other services (the services described in clauses (a) and (b) above shall, collectively, be referred to as the “Services”);

 

WHEREAS, Affiliate is in the business of, among other things, business development; and

 

NOW, THEREFORE, in consideration of the promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Affiliate and SynkedUP agree as follows:

 

1. Referred Customers. Affiliate shall (a) promote the Services to Affiliate’s network of followers and connections, and (b) refer Affiliate’s clients, customers and other contacts to SynkedUP (collectively, the persons described in clauses (a) and (b) above shall be referred to as “Referred Customers”) pursuant to the terms of this Agreement. SynkedUP shall only be required to pay Affiliate a Referred Customer Fee (as defined in Section 2(a)) for those Referred Customers (i) that at the time of such Referred Customer the Referred Customer is not receiving any Services and has never received any services from SynkedUP; (ii) with whom SynkedUP enters into a contractual relationship; (iii) to which SynkedUP provides Services; (iv) from which SynkedUP actually receives payment in exchange for the provision of Services; and (v) that use an Affiliate-specific link or code, provided by SynkedUP to Affiliate, to enter into a contractual relationship with SynkedUP. Notwithstanding anything to the contrary herein, SynkedUP shall have no obligation to provide Services to any Referred Customer and the election to enter into any contractual relationship with, and provide the Services to, any Referred Customer shall be made by SynkedUP in its sole and absolute discretion.
 

2. Fees and Payment.
 

(a) Referral Structure. Each Referred Customer satisfying all of the conditions set forth in Section 1(i) through (v), the Referred Customer is assigned as an active referral to the Affiliate that earns a commission as follows: (i) 10% recurring commission for 12 months from Referred Customer sign up date (or any other commission structures and campaigns as dictated in the SynkedUP Referral Tracking System, for Referred Customers in the past 90 days.

(c) Payment for Referred Customers. For each Referred Customer satisfying all of the conditions set forth in Section 1(i) through (v), SynkedUP shall pay to Affiliate an amount equal to the Affiliate’s assigned commission structure. The Referred Customer Fee for each Referred Customer satisfying all of the conditions set forth in Section 1(i) through (v) on or after January 1, 2022. As used herein, the term “Monthly Plan Fees” shall mean the monthly subscription fee charged by SynkedUP to Referred Customer for basic access to the Services. The term “Monthly Plan Fees” shall expressly not include any add-ons or additional products or services other than basic access to the Services, as determined by SynkedUP in its discretion.
 

(d) Method and Timing of Payment. SynkedUP shall pay any accrued Referred Customer Fee to Affiliate no later than thirty (30) days after the date on which SynkedUP receives payment from any Referred Customer for the relevant Monthly Plan Fees. For the avoidance of any doubt, SynkedUP shall have no obligation to pay Affiliate any Referred Customer Fee in the event the relevant Referred Customer fails to pay Monthly Plan Fees to SynkedUP.
 

(e) Termination of Payment Obligation. Notwithstanding anything to the contrary herein, any obligation of SynkedUP to pay a Referred Customer Fee to Affiliate pursuant to any Referred Customer shall terminate upon the earlier of the following to occur: (i) the date upon which the contractual relationship by and between SynkedUP and such Referred Customer terminates or expires; (ii) termination of this Agreement pursuant to Sections 3(b)(i) or (ii); or (iii) termination of this Agreement by SynkedUP for Cause (as defined in Section 3(b)).
 

3. Term; Termination.
 

(a) Term. The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue for a period of twelve (12) months thereafter, unless otherwise terminated in accordance with the terms set forth herein. Thereafter, unless otherwise terminated in accordance with the terms set forth herein, this Agreement shall continue for successive one (1) month terms. The Initial Term and any subsequent term shall collectively be referred to as the “Term”. Each party’s obligations under this Agreement shall continue for such periods of time as indicated herein so long as the applicable Referred Customer was made during the Term.
 

(b) Termination. Without limiting any right or remedies under this Agreement or at law, either party may terminate this Agreement (i) immediately if the other party becomes insolvent or becomes the subject of a bankruptcy petition or a receiver or trustee is appointed for the majority of its assets; (ii) the other party breaches this Agreement and, following fifteen (15) days’ written notice, fails to cure such breach; or (iii) for any or no reason upon no less than thirty (30) days’ written notice to the other party. In addition to the foregoing, SynkedUP shall have the right to terminate this Agreement immediately for Cause (as defined below). The term “Cause” shall mean Affiliate or any member, manager, director, or officer of Affiliate (as applicable) committing fraud, embezzlement, theft, or any felony conviction. Notwithstanding anything to the contrary herein, this Agreement shall automatically terminate on the date on which no Referred Customer has a contractual relationship with SynkedUP.
 

(c) Effect of Termination. SynkedUP shall pay Affiliate for all amounts owed under this Agreement up to the effective date of termination, except that SynkedUP’s payment obligations for Referred Customers made during the Term and for which the conditions in Section 1(i) through (v) are met shall continue as provided for in Section 2(c).

 

4. Non-Exclusivity. SynkedUP shall have the right to enter into agreements similar to this Agreement with any third party, which such third party may include any competitor of Affiliate.
 

5. Non-Solicitation. During the Term and for a period of two (2) years after any termination of this Agreement, Affiliate shall not directly or indirectly, on Affiliate’s own behalf or in the service or on behalf of others, in any capacity: (a) solicit the business or patronage of any SynkedUP client or customer (including, but not limited to, Referred Customers) for itself or for any other person or entity in competition with the Services; (b) divert, entice, or otherwise take away from SynkedUP the business or patronage of any client or customer of SynkedUP (including, but not limited to Referred Customers), or attempt to do so; or (c) solicit or induce any customer or client of SynkedUP (including, but not limited to, Referred Customers) to terminate or reduce its relationship with SynkedUP.
 

6. Independent Contractor. SynkedUP and Affiliate agree that each party shall perform its duties under this Agreement as an independent contractor. Neither party to this Agreement is an agent, representative or employee of the other party. Neither party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or otherwise bind the other party except as specifically provided herein. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or impose any liability attributable to such a relationship.
 

7. Confidentiality. Affiliate shall hold SynkedUP’s Proprietary or Confidential Information (as defined below) in strict confidence. The sole purpose of any disclosure to Affiliate of SynkedUP’s Proprietary or Confidential Information is to allow Affiliate to perform Affiliate’s obligations under this Agreement. Affiliate shall not make any use of any Proprietary or Confidential Information of SynkedUP, except for the purposes of performing Affiliate’s obligations hereunder. Affiliate agrees not to disclose any Proprietary or Confidential Information to any third party without SynkedUP’s prior written consent. SynkedUP’s Proprietary or Confidential Information shall remain the sole and exclusive property of SynkedUP. The parties hereby agree and acknowledge that in the event of use or disclosure by Affiliate other than as specifically provided for in this Agreement, SynkedUP may be entitled to equitable relief and/or other relief as specified in this Agreement or is otherwise available at law or in equity. Within ten (10) days after the termination or expiration of this Agreement, upon request, Affiliate shall return to SynkedUP all Proprietary or Confidential Information of SynkedUP (and any copies thereof) in Affiliate’s possession or, with the express request and approval of SynkedUP, destroy all such Proprietary or Confidential Information as requested and authorized pursuant to this section. For the purposes of this Agreement, the term “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, source code, operational information, technical information, business information, notes, customer lists, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the party receiving such information; (ii) was previously known to the party receiving such information or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.
 

8. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT. SynkedUP’S TOTAL LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY OF THE CLAIM, SHALL NOT EXCEED THE REFERRED CUSTOMER FEE(S) PAID BY SynkedUP TO AFFILIATE UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO EVENTS GIVING RISE TO THE CLAIM.
 

9. Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of Indiana without regard to conflicts of laws principles.
 

10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with regards to the subject matter hereof. No other agreements, representations, or warranties have been made by either Party to the other with respect to the subject matter of this Agreement, except as referenced in this Agreement. This Agreement may be amended only by a written agreement signed by both Parties.
 

11. Disputes. SynkedUP and Affiliate agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. If any negotiation required by this Section 11 fails, then at the written request of either party, any controversy, dispute or claim arising out of or relating to this Agreement or any breach hereof shall be finally settled by arbitration by a single arbitrator in Hollidaysburg PA pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. The award made in such arbitration shall be entered in any court having jurisdiction thereof solely for the purpose of applying for an order confirming, modifying, correcting or vacating the award. Except to the extent required by law, no party, arbitrator, representative, counsel or witness shall disclose or confirm to any person not present at the arbitration hearings any information about the hearings, including the names of the parties and arbitrators, the nature and amount of the claims, the financial condition of any party, the expected date of hearing or the award made. Each party shall bear such party’s own costs and expenses of such arbitration, except that one-half (1/2) of the arbitrator’s fees shall be paid by each party.
 

12. Severability.  In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the Parties agree that the remaining provisions shall remain valid and in full force.
 

13. Waiver. No express or implied waiver by either party of any breach of any term, condition, or obligation set forth in this Agreement by the other party shall be construed as a waiver of any subsequent breach of that or any other term, condition, or obligation.
 

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all together of which shall constitute but a single document.
 

15. Notice. Any written notice or demand required by this Agreement shall be sent by registered or certified mail (return receipt requested), personal delivery, overnight commercial carrier, electronic mail, or other guaranteed delivery to the other Party at the address provided herein. The notice shall be effective (a) as of the date of delivery if the notice is sent by personal delivery, overnight commercial courier, electronic mail or other guaranteed delivery, and (b) as of five (5) days after the date of posting if the notice is transmitted by registered or certified mail.
 

If to SynkedUP:

SynkedUP L.L.C.
8583 Woodbury Pike Hollidaysburg PA 16648
Attn: Weston Zimmerman

Email: affiliates@SynkedUP.com
 

16. Assignment. Affiliate may not assign either this Agreement or any of its rights or obligations hereunder without the prior written consent of SynkedUP. SynkedUP shall have the right to freely assign either this Agreement or any of its rights, interests, or obligations hereunder. Subject to the preceding sentences, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
 

17. Headings.  The headings used in this Agreement are used for convenience and shall not be considered in construing the terms of this Agreement.