Overview Of What This Document Is. This is a contract between you (the "Affiliate") and Syncfusion, Inc. ("Syncfusion"). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily "legalese" but we have tried to make it as readable as possible.
The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the "Affiliate Program"). These terms are so important and you must agree to them to participate in the program.
Please note this our first affiliate program, thus we periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we l will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
If you are accepting these terms on behalf of a company or organization, you are representing that you have the authority to bind that entity to the terms outlined in the agreement. If you do not have the authority to do so or if you do not agree with the terms, you should not accept the agreement. In other words, if you're signing on behalf of an entity, make sure you have the power to do so and that you agree with the terms outlined in the agreement before signing. If you don't, the agreement is not valid for that entity.
What Is A Marketing Affiliate Agreement
Affiliate marketing is a performance-based marketing strategy in which a business rewards one or more affiliates for each customer brought about by the affiliate's own marketing efforts. Affiliates typically promote a business through their own personal networks, websites, or social media channels and are given a unique link or code to track their promotions. When a sale or lead is generated through their link, the affiliate earns a commission from the business. This type of marketing can be a cost-effective way for businesses to expand their reach and for affiliates to earn income by promoting products or services.
What is Syncfusion’s Bold Products
"Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
"Affiliate Lead” means a prospective customer who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
"Affiliate Tool” shall mean the system used to manage the Affiliate programs.
"Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
"Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
"Commission” means an amount paid for each Customer Transaction.
"Customer” means the actual authorized user of Syncfusion Products who has purchased or signed up for the Syncfusion products after coming in as an Affiliate Lead.
"Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described on the Program Policies Page.
"Customer Data" means all information that Customer submits or collects via the Syncfusion Products and all materials that Customer provides or posts, uploads, inputs, or submits for public display through the Syncfusion Products.
"Syncfusion Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
"Syncfusion Products” means BoldSign Subscription
"Program Policies Page” means the landing page: ( https://www.boldsign.com/affiliate-program where we will provide all the up-to-date guidelines and policies for the Affiliate Program.
"Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"Subscription Service” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via www.syncfusion.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"We", "us", "our”, and "Syncfusion” means Syncfusion, Inc.
"You” and "Affiliate” means the party, other than Syncfusion, entering into this Agreement and participating in the Affiliate Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have 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 services and products of third parties.
Affiliate Program Eligibility
Participation in the Affiliate Program is open to any individual or private business so long as they have been accepted by Syncfusion and have not terminated or have been terminated under this Agreement.
Once you complete an application to become an Affiliate, we notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
What You Cannot Do.
What You Must Do.
Affiliate Program Limits. We will pay you Commission at a rate of 30% the amount paid to Syncfusion for each new Customer, who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, or if a Customer clicks on the Affiliate Lead link, then subsequently upgrades provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first applicable purchase or sign up of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of BoldSign by Syncfusion and there is a subsequent purchase by that same customer for an additional user of BoldSign for the same subscription, Affiliate will receive Commission for the initial user purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of Syncfusion Products by that same Customer.
Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer for a period of at least one month with active payments. All payments are limited to the time period of the shorter of the two events, either (1) when the customer stops paying, or (2) at the one year mark. As an example, if a customer pays for two months, then commission would be paid based on a two-month period. If a Customer paid for 13 months, then the Affiliate would receive commission for a 1 year period but would not be paid anything for the 13th month.
When Are You Not Eligible.
You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products, or if: (i) such compensation is disallowed or limited by federal, state, or local law, or regulation in the United States, or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Syncfusion Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, or by any other means that we deem to breach the spirit of the Marketing Affiliate Program
We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that are derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Syncfusion. You would only receive Commission for Affiliate purchases used on the tracking software Syncfusion provides. If customers choose to use different devices or other electronic means, or to disable tracking information such as but not limited to Cookies, the Affiliate software will not be able to track such purchases.
An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid, then we may choose to maintain it in our database and engage with such Affiliate Lead. Any engagement between Syncfusion and an Affiliate Lead will be at Syncfusion’s discretion.
Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, SYNCFUSION SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
When a prospective customer clicks on the Affiliate Link, a cookie will be set for the purpose of tracking whether the prospective customer signs up for the Designated Syncfusion Service. If the association created by a cookie, as specified above, is broken for any reason beyond the control of Syncfusion, and subsequently a prospective customer makes a Qualified Purchase, the Affiliate will not be entitled to receive any Referral fee for the same. Cookies set and used as part of this Affiliate Program have a 90-day validity.
Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement, (ii) completed all necessary steps to create your account in accordance with our directions, (iii) have a valid and up-to-date PayPal Business account, and (iv) completed any and all required tax documentation in order for PayPal Business to process payments that may be owed to you. Payment shall be made within 60 days of an accepted Affiliate Lead.
Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in the section titled "Commission and Payment” remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a "Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all the requirements in "Commission and Payment” section, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
Commission Payment. All payments are made to PayPal in U.S. dollars. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).
Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
Commission Amounts. We reserve the right to alter or change the Commission.
All contracts will be between us and the customer. You agree you cannot step in, negotiate, or make any promises to the Customer.
amount as per the Affiliate Tool.
We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to use these resources to promote the product. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
Training and Support
We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, and logos ("Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our policies and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor, or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
Syncfusion’s Proprietary Rights. No license to any software is granted by this Agreement. The Syncfusion Products are protected by intellectual property laws. The Syncfusion Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Syncfusion Products and to the Syncfusion Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Syncfusion Content, or the Syncfusion Products in whole or in part, by any means, except as expressly authorized in writing by us.
We encourage all customers, affiliates, and partners to comment on the Syncfusion Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Syncfusion Products, without payment to you.
You acknowledge and agree that title to, ownership of, and all proprietary rights in and to Our products, including any custom development services to the products, and all data compiled by the products, are reserved to and are Our exclusive property. Each of the Parties shall maintain all rights, title, and interest in and to all their respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights”).
Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Syncfusion Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer’s Data.
As used herein, "Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Syncfusion customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information of the Disclosing Party to any third party; and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process.
Opt Out and Unsubscribing
You will comply promptly with all opt out, unsubscribe, "do not call," and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call," and "do not send" requests.
Term and Termination
Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, if you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach, if such breach remains uncured at the expiration of such period; (ii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us, if such amount remains unpaid at the expiration of such period; (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate; or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration and termination of this Agreement: (i) without cause by us, (ii) by you with cause, or (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration, and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Syncfusion with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements, and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Syncfusion Affiliate on any website you own where you make an Affiliate Link available); (ii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Syncfusion’s own advertising, including, but not limited to, our branded keywords; (iii) you will not participate in cookie stuffing or pop-ups, (false or misleading links are strictly prohibited); (iv) you will not attempt to mask the referring URL information; (v) you will not use your own Affiliate Link to purchase Syncfusion products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames, or offering incentives to encourage purchases or signups.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, or (d) our use of the Affiliate Marks. We will: notify you in writing within ninety (90) days of our becoming aware of any such claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
You shall defend and indemnify Syncfusion against any third-party claim, suit, or proceeding arising out of or related to a Data Incident (as defined below) caused by the act or omission of You or any of its agents, subcontractors, or employees (an "Indemnified Claim”). Indemnified Claims include, without limitation, government enforcement actions. (A "Data Incident” is any unauthorized disclosure of, access to, or use of Customer Data.)
Subject to the limitation of liability set forth and not to exceed $10,000.00 USD, Syncfusion shall indemnify You in any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright.
Indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights.
Indemnity does not extend to any other entity other than You and does not include any indemnity for any Data Incident.
You acknowledge and agree that the only entity that can be liable for indemnification under this Agreement is Syncfusion.
Indemnification hereunder shall be contingent upon You providing prompt notice of such claim in writing, and upon You granting Syncfusion full authority, information, and assistance for the defense of such claim.
Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SYNCFUSION PRODUCTS, SYNCFUSION CONTENT, THE AFFILIATE PROGRAM, OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SYNCFUSION PRODUCTS AND AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SYNCFUSION PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Various US agencies have restrictions in place that regulate or ban all trade with certain countries. Syncfusion doesn't allow the sale of subscription of Designated Syncfusion Services to these countries.
Syncfusion does not allow any organization, business, or individual to have or register Syncfusion accounts while based in these countries:
Amendment. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made on the website or by email. The updated Agreement will become effective and binding on the next business day after posting. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by the Affiliate more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply -- and shall ensure that any third parties performing sales or referral activities on your behalf comply-- with all applicable foreign and domestic laws (including but not limited to export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to Syncfusion Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer Syncfusion Products to prohibited countries or individuals, or permit use of Syncfusion Products by prohibited countries or individuals.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.
Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Syncfusion, Inc.: Syncfusion, Inc., 2501 Aerial Center Pkwy, Suite 111, Morrisville, NC, 27560; To you: your address as provided in our affiliate account information for you.
We may send electronic notices (specific to you) by email, to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone call to the telephone number(s) on record in our account information for you.
Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Syncfusion Products, or dependent on any oral or written public comments made by us regarding future functionality or features of the Syncfusion Products. It is the express wish of both You and Us that this Agreement and all related documents be drawn up in English.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Syncfusion Products, our trademarks, or any other property or right of ours.
Sales by Syncfusion. This Agreement shall in no way limit our right to sell the Syncfusion Products, directly or indirectly, to any current or prospective customers.
Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation,’ and ‘General’.
Data Processing and Protection. The parties acknowledge that, in connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project, the terms set forth in the Syncfusion (Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the DPA (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under any applicable data protection law. For the avoidance of doubt and without prejudice to the foregoing, Syncfusion shall be an independent controller of any Personal Data that it receives or shares with Affiliate.
Bullying or Harassing Behavior: Affiliate may not display Bullying or Harassing Behavior when engaging with Syncfusion’s employees or associates; such acts will constitute a material breach of this Agreement. For purposes of this Agreement, "Bullying or Harassing Behavior" shall mean any written, electronic, or verbal communication, or physical act, which is insulting, hurtful, hostile, vindictive, cruel, or malicious that may cause humiliation or intimidation. Bullying or Harassing Behavior also includes, but is not limited to, acts reasonably perceived as being motivated by any actual or perceived differentiating characteristic, such as race, color, religion, ancestry, national origin, gender, socioeconomic status, gender identity, physical appearance, sexual orientation, or mental, physical, developmental, or sensory disability.
Unenforceability of Any Part of This Agreement Does Not Invalidate This Agreement. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.