Partner Program Agreement
Last Updated: 28 May 2022To be eligible to participate as an Echobox Partner, you must review and accept this Partner Program Agreement (the "Agreement"). Please note that these terms are so important that we cannot have you participate in our Echobox Partnership Program (the "Program") unless you agree to them. By participating in the Program you agree to comply with the Agreement, as well as any other applicable Echobox terms, guidelines or policies.
References to Echobox Partner or Partner herein refer to "you" or "your" and this is the case irrespective of whether you are registering as a partner in your individual capacity or on behalf of an entity or other such organization.
In the event of a conflict between the Order Form and this Agreement, the Order Form shall prevail.
Please read this Agreement carefully and make sure you understand and agree to it before becoming an Echobox Partner. If you have any questions relating to this Agreement, please contact Echobox at partners@echobox.com.
Information about Echobox
The Echobox Partnership Program is provided by Echobox Ltd ("Echobox"), a company incorporated and registered in England and Wales under company number 08115900 whose registered office is at 9th Floor, 107 Cheapside, London, United Kingdom, EC2V 6DN.
Interpretation
In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:
"Agreement" means the agreement between Partner and Echobox comprising of this Agreement and the Order Form (if applicable);
"Customer" means the referred person or entity who signs up to the Echobox Service;
"Echobox Partner Program" means the program which Partner signs up to with Echobox, as laid out in this Agreement and the Order Form and as amended from time to time;
"Echobox Service" means the software platforms that Echobox makes available as a service through the Website that allows users to manage their social media and email publishing, as set out in the Echobox Terms of Service;
"Order Form" means an order form signed (whether electronically or otherwise) by the parties;
"Partner" or "Partners" means you or your;
"Partner URL" means a URL issued to Partner once Partner is an approved member of the Echobox Partner Program. This URL is unique to each Partner and allows Partner to be paid for Referrals;
"Payment" or "Payments" means any commission, payments or credit paid to Partner by Echobox in connection with this Agreement;
"Referral" or "Referrals" means a valid referral made in line with the process outlined in ANNEX 1;
"Resource" or "Resources" means virtual material including, but not limited to, banners, graphics, logos and the like provided by Echobox to Partner in connection with this Agreement;
"Service Fees" means the amount set out in the Order Form, as amended in accordance with this Agreement, for the provision of the Echobox Service;
"Website" means echobox.com, and any related domains and subdomains, such as secure.echobox.com.
Enrollment
To enroll in the Program, you must submit a partner application form on https://echobox.partnerstack.com/ and be approved by Echobox. Applicants will be notified of their acceptance status as soon as possible after their information is reviewed.
Links
Subject to the terms of this Agreement, Echobox hereby grants Partner a non-exclusive license during the term of this Agreement to display a Partner URL specifically assigned to Partner (whether in the form of text, or a logo or other graphic). This link will be provided to Partner by Echobox and will link to your Partner URL.
If Echobox objects to the manner in which Partner displays the Partner URL or any other content relating to Echobox or its software or services, Echobox will notify Partner, and such notification will constitute valid notice on Partner and Partner will remedy the issue in the manner request by Echobox as soon as reasonably practicable, and in any event, no later than seven (7) days subsequent to notice being given. If Partner fails to remedy the issue in the manner requested by Echobx then this Agreement may be terminated with immediate effect. If termination occurs in this manner, no further Payments shall be made to Partner.
Payments, Commission and Service Credits
Echobox may utilize third party payment processors or service providers in order to facilitate payments under the Echobox Partner Program. Partner is solely responsible for keeping its account details for the payment processor used by Echobox up to date and Echobox will have no liability for, and will not resend payments returned due to, incorrect account details. Payments will be made within thirty days (30) after the end of the calendar month in which the corresponding amounts are collected by Echobox.
In order to receive payment under this Agreement you must have agreed to the terms of the Agreement and fulfilled any and all eligibility requirements to be a Partner under this Agreement and be in compliance with this Agreement.
Echobox will make payments in accordance with ANNEX 1, as set out below.
Qualifying Sites
Echobox reserves the right to have a Partner URL removed from any website that it deems inappropriate for participation in the Program. If Echobox deems a website inappropriate Echobox will notify Partner, and such notification will constitute valid notice on Partner and Partner will remedy the issue in the manner request by Echobox as soon as reasonably practicable, and in any event, no later than seven (7) days subsequent to notice being given. If Partner fails to remedy the issue in the manner requested by Echobx then this Agreement may be terminated with immediate effect. If termination occurs in this manner, no further Payments shall be made to Partner.
Permitted Usage of Echobox Resources
Partner is permitted to use the Resources provided by Echobox. If Partner requires a type of Resource not already available, Partner may contact partners@echobox.com and request additional Resources.
Under no circumstances will Partner attempt to modify all or any portion of the Resources in any form or media or by any means and Echobox remains the owner of or the licensee of all intellectual property rights in the Echobox name, logo, designs, slogans and any derivatives thereof.
Prohibited Usage
Partner is generally free to advertise its partnership with Echobox however it so chooses, however, the following non-exhaustive list of acts are strictly prohibited:
- use the term "Echobox" in any variation in its site URL (e.g., Echobox.net, Echoboxscouponcodes.com, shopifyEchobox.com, Echobox.plugins.com, etc);
- promote coupons that were not provided to Partner by Echobox;
- host or promote "coupon stacking" sites where customers may combine coupons to receive additional discounts;
- use any advertising platform (e.g. Facebook Advertising, Google AdWords, etc.) in connection with any of Partner activities related to this Agreement or the Program;
- use organic media (e.g. Partner’s YouTube channel, Partner’s blog, Partner's social media channels 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.
If Partner is found to be in violation of this clause, Echobox may terminate this Agreement immediately. If termination occurs in this manner, no further Payments shall be made to Partner.
Relationship of Parties
Partners remain independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Echobox and Partner, notwithstanding the use of the terms "partner" or "partnership". Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party nor to present that the other party as an agent, employee, franchisee, or in any other capacity. Partner shall not make any proposals, promises, warranties, guarantees or representations on Echobox’s behalf.
Disclosure of Partner Relationship
It is the sole responsibility of the Partner to disclose the nature of their relationship with Echobox to any potential Customer.
Term and Termination
The term of this Agreement commences when you accept the Agreement in its entirety and the referred Customer has signed an Order Form for the Echobox service.
Partner will only receive Payments in relation to referred Customers. The existence of this Agreement does not entitle Partner to Payments automatically, or otherwise.
Partner may terminate this Agreement at any time, with or without cause, upon written notice to Echobox. Notices have to be emailed to partners@echobox.com.
Echobox may terminate this Agreement with immediate effect, if Partner:
- is in breach of applicable law; or
- infringes on Echobox’s intellectual property rights; or
- is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within (90) days after receiving written notice requiring it to remedy that breach; and
- none of the provisions of this clause shall affect Echobox’s rights as set out elsewhere in this Agreement.
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 Partner websites, all links to the Echobox websites (including all Partner URLs), and all Echobox trademarks and logos, other Echobox marks and all other materials provided in connection with this Agreement. Termination results in the immediate closure of the Partner’s account and, if Partner breaches any term or condition of this Agreement, the loss of all rights regarding Referrals and the forfeiture of any unpaid Payments. 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.
Limitation of Liability
Echobox will not be liable to Partner, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the agreement in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
Indemnity
Partner shall indemnify and defend Echobox, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by a third party relating to Partner's use of the Echobox Service (except to the extent caused by Echobox's negligence), including (without limitation) any claim for defamation or any infringement of a third party's rights.
Disclaimers
Echobox hereby disclaims any representations or warranties, express or implied, with respect to any subject matter of this agreement, including the Echobox site and products, any links, 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 Echobox will not be liable for the consequences of any interruptions or errors.
Echobox will make reasonable efforts to track and pay commissions to partner. However, Echobox is not responsible for technical problems or acts by third parties.
Written Communications
Applicable laws may require that some of the information or communications Echobox send to Partner should be in writing, however, Partner accepts that communication with Echobox will be mainly electronic. For contractual purposes, Partner agrees to this electronic means of communication and Partner acknowledges that all contracts, notices, information and other communications that Echobox provides to Partner electronically comply with any legal requirement that such communications be in writing.
Notices
All notices given by the Partner to Echobox must be given to partners@echobox.com. Echobox may give notice to Partner at either the email or postal address Partner provides to Echobox. Notice will be deemed received and properly served 24 hours after an email is sent or three (3) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
Waiver
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
Severability
If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
Echobox's Right to vary the Agreement
Echobox has the right to revise and amend this Agreement from time to time to reflect changes in market conditions affecting Echobox's business upon giving to Partner at least thirty (30) days' notice in writing. If the Partner is unhappy with the change, Partner may, at any time during the notice period, give notice to Echobox rejecting the change, in which case the unchanged terms of this Agreement will continue to apply and, the Agreement shall terminate at the end of the next calendar month during which such notice is given by Partner to Echobox.
Previous Terms of Service, Agreements and Contracts
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes any previous agreements, promises, assurances, warranties, representations and understandings between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
Third Party Rights
A person who is not party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.
Intellectual Property Rights and Copyright
Echobox holds full copyright, title and any and all other intellectual proprietary rights to the Echobox Service and any derivative thereto and nothing in this Agreement shall assign or transfer any intellectual property rights from Echobox to Partner.
Annex 1
Partners who are current customers of the Echobox Service who refer a new Customer receive 30% of that new Customer’s annual Service Fees, paid out over twelve (12) equal monthly installments. If, for any reason whatsoever, the new Customer’s Service Fees are reduced during said twelve (12) month period, then Partner commission will be adjusted downward accordingly. If, for any reason whatsoever, the new Customer’s Service Fees do not last the entire twelve (12) month period, or the new Customers ceases to pay their Service Fees, Partner commission will be adjusted downward accordingly.
Current Customers receive a credit to their existing invoice. If the credit exceeds the Partner’s invoice value for the Echobox Service, the monetary difference will be paid directly to the Partner.
Partners who are not Customers of the Echobox Service receive 20% of the new Customer's annual Service Fees, paid out over twelve (12) equal monthly installments. If, for any reason whatsoever, the new Customer’s Service Fees are reduced during said twelve (12) month period, then Partner commission will be adjusted downward accordingly. If, for any reason whatsoever, the new Customer’s Service Fees do not last the entire twelve (12) month period, or the new Customer ceases to pay their Service Fees, Partner commission will be adjusted downward accordingly.
Referred Customers receive a 10% discount on the value of their Service Fees.
For a Referral to be valid the Customer must sign up using your Partner URL and sign an Order Form for the Echobox Service within 90 days. Word of mouth referrals will not result in a partner Payment being generated. Payments will be paid on sales that are made when the customer clicks through qualified, correctly structured Partner URLs. Properly coded links are the sole responsibility of the Partner.
For clarity, and without limitation, revenues collected as follows or in any of the following situations will not qualify for a Payment hereunder:
- from third parties that were already Customers of Echobox at the time of sign-up;
- from third parties that were referred to Echobox previously by you or any person or entity related to you;
- from third parties that have been in conversations with our Sales team over the past 30 days;
- from referrals of yourself;
- from referrals of third parties within your parent group;
- from referrals in violation of this Agreement;
- if you have a marketing or consulting relationship with Echobox for which you receive any compensation;
- later purchases of further Echobox products or services made by the referred Customer ("upsell").