Flodesk Partner Terms
Version Date. November 20, 2024
Flodesk has accepted Your application to participate in the Flodesk Partner Program, subject to Your working with PartnerStack, Inc., the third party service provider engaged by Flodesk for this program (“PartnerStack”) and be approved thereby, including its payment processor, which entity will be paying the Flodesk Partner Commissions (defined below). There are other differences between this Partner Program and the Affiliate Program, including (a) referring at least fifteen (15) new users per year; and (b) requesting payment of the Flodesk Partner Commission from PartnerStack.Please read these Flodesk Partner Terms (these “Partner Terms”) carefully because they govern Your participation in, and the terms and conditions applicable to, the marketing program offered by Flodesk, Inc. (“Flodesk”) whereby Flodesk Partner is authorized to disclose, share, make available, or otherwise permit potential customers of Flodesk to use uniquely generated hyperlinks and/or codes for potential customers to sign up for Flodesk Services, as made available to Flodesk Partner via the Flodesk Services in connection with the Flodesk Partner Program (“Partner Link(s)/Code(s)”) for potential customers to subscribe to Flodesk’s online technology platform and related services for design, creation, and automation of emails and sales pages and checkout processes, and related analytics (such program, the “Flodesk Partner Program,” and such platform and/or services, the “Flodesk Services”). For purposes of these Partner Terms, You will be referred to as “You” or “Flodesk Partner”.
1. Agreement To Terms
By (i) placing an Partner Link/Code on Flodesk Partner’s website, social media channels, or other digital properties (excluding discount sites) (“Flodesk Partner Channels”), (ii) otherwise disclosing, sharing, making available, or permitting a third party to utilize an Partner Link/Code in a manner authorized herein, or (iii) accepting these Flodesk Partner Terms by copying the Partner Link/Code, Flodesk Partner hereby agrees to be bound by these Flodesk Terms.
2. Eligibility
You will only be eligible to become a Flodesk Partner and receive an Flodesk Partner Commission (as applicable pursuant to Section 5) if (i) Your application to participate is accepted by Flodesk, in its sole and absolute discretion, because (a) You are an independent business owner (not associated with agencies, larger brands or integration partners; (b) You have an active and engaged audience that resonates with Flodesk content and recommendations; and (c) You are not prohibited from using the Flodesk services per the Flodesk Terms of Service; (ii) You accept and comply with these Partner Terms and the Documentation identified in Section 4; and (iii) You sign up with PartnerStack, get approved by it and its payment processor, and agree to the PartnerStack Terms and Conditions (collectively, “Eligibility Criteria”). Once a Flodesk Partner, it is the responsibility of Flodesk Partner to keep their information updated and current and failure to do so may result in the loss of status as Flodesk Partner.
3. Partner Links/codes
Flodesk Partner may publish the Partner Links/Codes provided by Flodesk on its Flodesk Partner Channels, and Flodesk Partner may share or disclose Partner Links/Codes to potential customers of Flodesk except in a manner that would be considered an Excluded Transaction as defined in Section 5.2. Each URL link as part of the PartnerLinks/Codes will include an online “cookie” or other tracking tool, and each unique code as part of the Partner Links/Codes will also be traceable to Flodesk Partner, in each case to enable Flodesk to determine which transactions are made through the Partner Links/Codes, such as if a new user signs up for Flodesk Services utilizing a Partner Link/Code, (i) where such Flodesk Services are provided free of charge; or (ii) where such Flodesk Services are provided on a fee-for-service basis and paid for by the new user (Subsection (ii), a “Paid Service Transaction”).
4. Policies, Rules, And Guidelines
Flodesk Partner will comply with (i) Partner Terms, (ii) the Flodesk Terms of Service, and (iii) all rules, policies, and guidelines applicable to the Flodesk Partner Program and/or made available or communicated by Flodesk to Flodesk Partner, including without limitation the Partner Program Code of Conduct at Appendix I; and (iv) the PartnerStack Terms and Conditions (Subsections (ii) through (iv), “Documentation”). Where there is any conflict between the provisions of the Partner Terms and the Documentation identified here, the provisions of these Partner Terms shall prevail in all matters specific to the Flodesk Partner Program. Violation of this provision may, in Flodesk’s sole and absolute discretion, result in the suspension or termination of Flodesk Partner’s eligibility to earn any Flodesk Partner Commissions and/or Flodesk Partner’s use of the Flodesk Services.
5. Payment Terms
5.1 Flodesk Partner Commissions
For each Paid Service Transaction that is not otherwise excluded, as defined in Sections 3(ii) and 5.2, subject to Flodesk Partner having met the Eligibility Criteria, Flodesk Partner may earn up to 50% of the then current subscription rate in the United States, on a monthly basis, and for those months paid by the new user, for up to a total of twelve (12) consecutive months from the date new user signed up for Flodesk Services using Your Partner Link/Code (“Relevant Period”), as determined by Company, less any transaction fees as may be applicable (the “Flodesk Partner Commission”). The parties agree that, unless otherwise agreed between the parties in writing, the Flodesk Partner Commissions is the sole compensation payable to Flodesk Partner in connection with these Partner Terms, and Flodesk Partner Commissions will be determined by Flodesk in its sole and absolute discretion.Subject to the Flodesk Partner having met the Eligibility Criteria, among other things, the Flodesk Partner Commission will be due and payable by Flodesk to PartnerStack. After that transfer by Flodesk, the Flodesk Partner Commission shall be in the possession and control of PartnerStack for further distribution to Flodesk Partner. PartnerStack will be responsible for releasing the Flodesk Partner Commission to You following the process identified by PartnerStack in its agreement with You. PartnerStack will pay the Flodesk Partner Commissions in United States dollars or other currency as elected by You, applying currency exchange rates and deducting fees pursuant to PartnerStack’s agreement with You.
5.2 Excluded Transactions
A transaction that meets any of the following conditions, as determined in the sole and absolute discretion of Company, will not be considered a Paid Service Transaction (and therefore no Flodesk Partner Commission will be earned)a) Flodesk Services subscriptions paid by user after expiration of the Relevant Period;b) Purchases or Flodesk Services subscriptions that are subsequently canceled, refunded, or returned for any reason, being effective within the Relevant Period;c) Purchases or Flodesk Services subscriptions made by someone who is already (whether through use of a different Partner Link/Code or other discount code, or otherwise), or has at any time in the past been, a customer of Flodesk, or is engaged in discussions with Flodesk's sales representatives, regardless of whether the contact or payment information provided by such customer differs from the information contained in Flodesk's records;d) Purchases or Flodesk Services subscriptions that are not directly traceable to the Partner Links/Codes;e) Purchases or Flodesk Services subscriptions in exchange for which the customer has agreed to provide any form of compensation directly to Flodesk Partner or that result from Flodesk Partner offering, or implying any discounts, rebates, or other deals;f) Purchases or Flodesk Services subscriptions that Flodesk, in its sole discretion, reasonably suspects to have been made as a result of (i) any paid (as opposed to organic) efforts such as the purchase of ad placements or AdWords, or (ii) any fraudulent or misleading methods used to direct traffic through the Partner Links/Codes including, but not limited to, the use of any spamming, URL masking, self-referrals, fake redirects, or automated software to encourage or facilitate such purchases;g) Purchases or Flodesk Services subscriptions for which the payment of a Flodesk Partner Commissions would be prohibited by applicable law; orh) Purchases or Flodesk Services subscriptions resulting from Flodesk Partner's breach of its obligations, representations, or warranties under these Partner Terms.Should Flodesk Partner’s acts or omissions result in an Excluded Transaction(s), Flodesk may, at its sole and absolute discretion, elect to (i) have ParterStack clawback the Flodesk Partner Commission already paid on an Excluded Transaction, if any, (ii) have PartnerStack offset the Flodesk Partner Commission already paid on an Excluded Transaction, if any, against any future Flodesk Partner Commission which may become due to Flodesk Partner, and/or (iii) suspend or terminate Flodesk Partner’s eligibility to earn any Flodesk Partner Commissions and/or Flodesk Partner’s use of the Flodesk Services.
5.3 Taxes or Fees
Flodesk Partner will be solely liable for any taxes (e.g., sale or state) or fees (if any, e.g., transaction or currency exchange fees) due on any Flodesk Partner Commissions paid to Flodesk Partner under these Partner Terms.
6. Licenses
6.1 License to Flodesk Marks and Flodesk Branding Materials
a) License Grant
Subject to the terms of these Partner Terms, Flodesk grants to Flodesk Partner a limited, revocable, non-exclusive, royalty-free, non-transferable and non-assignable license to use, during the Term (as defined below): (i) Flodesk’s trade name, trademarks, service marks and logos (collectively, “Marks”) to the extent reasonably necessary for Flodesk Partner to perform its obligations under these Partner Terms; and (ii) Flodesk’s product descriptions, images, artworks, videos, and other branding content and materials (the “Flodesk Branding Materials”), for use solely in accordance with Flodesk's authorized promotions and related claims and disclosuresb) Use Restrictions
Flodesk Partner will immediately revise or cease use of any Marks or Flodesk Branding Material upon written request by Company. Flodesk Partner will use the Flodesk’s Marks and the Flodesk Branding Materials exactly in the form provided by Flodesk, and in accordance with any guidelines and trademark usage policies provided by Flodesk, as may be updated from time to time. Flodesk reserves all rights to the Flodesk’s Marks and the Flodesk Branding Materials that are not expressly granted to Flodesk Partner under these Partner Terms, and any use of the Flodesk’s Marks and the Flodesk Branding Materials shall inure solely to the benefit of Flodesk. Flodesk Partner will not contest or otherwise challenge the validity of the Flodesk’s Marks and the Flodesk Branding Materials. For the avoidance of doubt, the licenses granted in this Section shall cease immediately upon expiration or termination of these Partner Terms.6.2. License to Flodesk Partner Marks
Flodesk Partner grants to Flodesk, during the Term, a non-exclusive, non-transferable, royalty-free license to use, copy, and display Flodesk Partner's Marks in connection with Flodesk's administration of the Flodesk Partner Program.
7. Representations and Warranties
7.1 Mutual
Each party represents and warrants to the other party that (i) it has full right, power and authority to enter into and fully perform its obligations under these Partner Terms and (ii) the execution, delivery and performance of the terms and conditions of these Partner Terms do not conflict with any other agreement to which it is a party or by which it is bound.
7.2 Flodesk Partner’s Representations and Warranties
Flodesk Partner further represents and warrants to Flodesk that (i) it will comply, and all posts on the Flodesk Partner Channels will comply, with all applicable laws, rules and regulations applicable to its activities and obligations hereunder including, but not limited to, laws governing unfair trade practices, bribery, corrupt practices, deceptive or misleading advertising, privacy and data protection, and will create, maintain and retain all records and documents reasonably necessary to demonstrate its full compliance with each such law, rule and regulation; (ii) without limiting the foregoing, it will comply with all relevant endorsement guidelines, including the United States Federal Trade Commission rules, regulations, guidelines and best practices, including with respect to disclosure of Flodesk Partner’s relationship with Flodesk in connection with the Partner Link/Code; (iii) it will conduct its business in a manner that reflects favorably at all times on Flodesk and Flodesk’s products and services; (iv) it will not directly or indirectly issue or communicate any statement that maligns, denigrates or disparages Flodesk, any of its product or services or any of it is officers, directors or employees; (v) it will not make any false or misleading representations with regard to Flodesk or Flodesk’s products or services; (vi) it will not make any representations, warranties or guarantees with respect to the specifications, features, functionality or results of Flodesk’s products or services; (vii) it will not alter or modify the Partner Links/Codes, including any underlying software code or technology; and (viii) none of the posts made to the Flodesk Partner Channels in connection with the Flodesk Partner Program will infringe or violate any intellectual property, privacy or publicity right of any third party.
8. Term; Suspension and Termination
8.1 Term
These Partner Terms will commence on the date which You are bound by these Partner Terms pursuant to Section 1 and will remain in full force and effect (unless terminated earlier as provided below) for as long as Flodesk Partner uses the Partner Link/Code and refers at least fifteen (15) new users annually (based on commencement date) (the “Term”).
8.2 Suspension
Failure to refer at least fifteen (15) new users annually may result, in Flodesk’s sole and absolute discretion, in the suspension or termination of Flodesk Partner’s eligibility to earn any Flodesk Partner Commissions and/or Flodesk Partner’s use of the Flodesk Services.
8.3 Termination for Cause
These Partner Terms may be terminated by either party at any time immediately upon written notice to the other party in any of the following circumstances (i) a violation of any of the items referenced herein in Sections 4 and 5.2, (ii) Flodesk Partner’s violation of the representations and warranties identified in Section 7, (iii) for the material breach of the other party, which material breach has remained uncured for a period of thirty (30) days from the date of written notice of such breach, to the extent curable, or (iv) an adjudication of bankruptcy of any party under any bankruptcy or insolvency law or the appointment of a receiver for business or property of the other property or the making of any general assignment for the benefit of its creditors.
8.4 Termination for Convenience
Flodesk may terminate these Partner Terms for any reason at any time upon written notice to Flodesk Partner. Flodesk Partner will be entitled to the Flodesk Partner Commissions only on those Paid Service Transactions successfully completed as required herein before termination or expiration of these Partner Terms.
8.5 Survival
Sections 4, 5, 6.1(b), 6.2, 7, 8.5, 9, 10, 11, 12, 13, and 14 will survive termination or expiration of these Partner Terms.
9. Confidentiality
9.1 Confidentiality
Each party agrees to (i) not to disclose any information received from the other party that is marked as “confidential” or “proprietary” or should reasonably be considered confidential or proprietary (“Confidential Information”), except (a) to employees and consultants who have a bona fide need to know in order to perform the obligations under these Partner Terms or (b) as required by law or any governmental entity, provided that notice is given to the other party to the extent permitted by law as soon as reasonably possible; and (ii) use the Confidential Information solely to perform its obligations or exercise its rights under these Partner Terms. Any Confidential Information received during the Term shall be returned (or destroyed, upon request) to the disclosing party promptly following any expiration or termination of these Partner Terms.
9.2 Exclusions
Confidential Information will not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent documentation in the receiving party's possession.
10. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTNER LINKS/CODES, FLODESK’S WEBSITES, AND FLODESK IP ARE PROVIDED ON AN “AS IS” BASIS, AND FLODESK MAKES NO WARRANTIES OR REPRESENTATIONS TO FLODESK PARTNER OR TO ANY OTHER PARTY REGARDING ANY OF THE FOREGOING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLODESK HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, FLODESK HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE PARTNER LINKS/CODES, FLODESK WEBSITES, OR FLODESK IP WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.
11. Indemnity
Flodesk Partner will defend, indemnify and hold Flodesk harmless from and against any and all liabilities, damages, settlements, fines, expenses and fees (including reasonable attorneys’ fees and court costs) resulting from any claims, suits or proceedings (including regulatory or other government actions) (“Claims”) arising out of or related to (a) Flodesk Partner’s breach of any representation or warranty set forth herein or any gross negligence, willful misconduct or fraud by Flodesk Partner; or (b) the Flodesk Partner Commissions remitted by Flodesk to PartnerStack. Flodesk may participate in the defense or settlement of any such Claim at its own expense and with its choice of counsel, or, if Flodesk Partner refuses to fulfill its obligation of defense, Flodesk may defend itself at Flodesk Partner’s sole cost and expense. Flodesk Partner will not enter into any stipulated judgment or settlement that purports to bind Flodesk without Flodesk’s express written authorizations, which shall not be unreasonably withheld.
12. Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL (I) FLODESK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THESE PARTNER TERMS, SUCH AS, BUT NOT LIMITED TO, LOSS OF GOODWILL, REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, AND (II) FLODESK’S CUMULATIVE LIABILITY TO FLODESK PARTNER OR ANY THIRD PARTY IN CONNECTION WITH THESE PARTNER TERMS EXCEED THE TOTAL AMOUNT OF FLODESK PARTNER COMMISSION EARNED BY YOU UNDER THESE PARTNER TERMS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE ACTS GIVING RISE TO THE CLAIM, IN EACH CASE WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
13. Governing Law; Dispute Resolution
These Partner Terms will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. All disputes between the parties arising from or concerning in any manner the subject matter of these Partner Terms will be brought exclusively in the courts located in the State of California, in the counties of either San Francisco, Santa Clara or Alameda, and the parties irrevocably consent to the personal jurisdiction and venue therein.
14. General
14.1 Severability
If any provision of these Partner Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Partner Terms will remain in full force and effect.
14.2 Waiver
Either party’s failure to enforce any provision of these Partner Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Partner Terms will be effective unless it is in writing and signed by the party granting the waiver.
14.3 Assignment
Flodesk Partner may not assign or transfer these Partner Terms, by operation of law or otherwise without Flodesk’s prior written consent. Any attempt to assign or transfer these Partner Terms by Flodesk Partner without such consent will be void.
14.4 Relationship Between the Parties
Nothing in these Partner Terms will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.
14.5 Reservation of Rights
Except for the limited express rights granted by Flodesk to Flodesk Partner under these Partner Terms, Flodesk owns and will retain all right, title, and interest in and to the Flodesk Services, Partner Program, Flodesk’s Marks, Flodesk Branding Materials, Flodesk IP, and any information or materials provided or made available by Flodesk to Flodesk Partner in connection with these Partner Terms or the Partner Program (collectively, “Flodesk IP”), and all intellectual property rights in and to each of the foregoing.
14.6 No Third-party Beneficiaries
Unless otherwise expressly provided, no provisions of these Partner Terms are intended or will be construed to confer upon or give to any person or entity, other than Flodesk and Flodesk Partner, any rights, remedies or other benefits under or by reason of these Partner Terms.
14.7 Counterparts
These Partner Terms may be executed in counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. Execution and delivery of these Partner Terms may be evidenced by electronic means.
14.8 Entire Agreement
These Partner Terms are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. These Partner Terms may be amended or modified only by a written document executed by duly authorized representatives of the parties.
As a valued member of the Flodesk Partner Program, we expect all partners to uphold the following standards in their content creation and online presence:All Flodesk Partner Program participants are expected to:
1) Be respectful
Always treat others with respect, courtesy, and kindness in your content and online interactions. Encourage constructive dialogue and refrain from engaging in harmful or offensive behavior.2) Keep it positive
Ensure that the content you share is inclusive and uplifting. Avoid spreading negativity, misinformation or engaging in online disputes.3) Uphold integrity
Represent Flodesk with honesty and transparency. Ensure your promotions and recommendations are truthful and following ethical affiliate practices.Do’s and Don’ts
Do: Use your partner links on content you create, in your social media posts and marketing.
Don’t: Place your partner link or code on coupon sites, unrelated forums or pay for ads directed to your code.Do: Create truthful, authentic and valuable content.
Don’t: Mislead your audience, plagiarize, use manipulative sales tactics or spam with links.Do: Grow your audience organically and provide helpful content that aligns with their interests.
Don’t: Buy email lists or engage in unsolicited email marketing.Do: Promote your partner link ethically and in a manner that builds long-term trust with your audience.
Don’t: Use cookie-stuffing techniques or misleading tactics to create false impressions of legitimate referrals.Do: Follow all guidelines for partner promotions and stay aligned with our brand's messaging.
Don’t: Promote inappropriate or unrelated content that goes against our values or misrepresents the product.
Don’t: Place your partner link or code on coupon sites, unrelated forums or pay for ads directed to your code.Do: Create truthful, authentic and valuable content.
Don’t: Mislead your audience, plagiarize, use manipulative sales tactics or spam with links.Do: Grow your audience organically and provide helpful content that aligns with their interests.
Don’t: Buy email lists or engage in unsolicited email marketing.Do: Promote your partner link ethically and in a manner that builds long-term trust with your audience.
Don’t: Use cookie-stuffing techniques or misleading tactics to create false impressions of legitimate referrals.Do: Follow all guidelines for partner promotions and stay aligned with our brand's messaging.
Don’t: Promote inappropriate or unrelated content that goes against our values or misrepresents the product.
Please Note
We are dedicated to creating a positive and trustworthy partnership. If anyone violates our code of conduct, they will be removed from the program so we can keep things fair and in line with our values. Let’s work together to build something great!