Affiliate Partner Terms & Conditions

Affiliate Agreement

This Affiliate Agreement (“Agreement”) is between Employment Hero (“Company,” “we,” or “our”) and the Affiliate (“you” or “your”), outlining our working relationship and your participation in our Affiliate Program (“Affiliate Program”). You must read and agree to this Agreement to participate; if you do not agree, you may not join the Program.

We may update this Agreement periodically and will notify you via in-app message, email, or another reasonable method. If you disagree with the updated terms, you may terminate the Agreement as outlined.

“Affiliate Tool” refers to the tool/software we provide upon your acceptance into the Affiliate Program, which you must use to participate.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to engage with third parties, unless otherwise not allowed under this Agreement.

Affiliate Acceptance

If you are accepted to participate in the Affiliate Program (including specific campaigns we publish on the Affiliate Tool), you agree that the terms of this Agreement apply in full force to you and effect, until terminated, pursuant to the terms set forth below.

Eligibility and Commission

If accepted into our Affiliate Program, each campaign’s scope will be outlined in the Affiliate Tool and may include lead capture and submission via an approved channel. You will earn Commission, as detailed in the Affiliate Tool, for each acceptable lead you submit while remaining eligible under this Agreement. Commission is only paid for the initial lead submission—not for future purchases, renewals, expansions, or upgrades—unless otherwise agreed in writing.

To be eligible for Commission on a campaign, you must (i) be accepted into the Affiliate Program and (ii) submit leads per that campaign’s scope in the Affiliate Tool. You are not eligible for Commission if: (i) the Customer pays you directly, (ii) the payment was fraudulently obtained, violated this Agreement, or misused the Affiliate Tool. The Company may withhold Commission payments only upon providing written notice to Affiliate detailing the reason for withholding. Affiliate shall have fifteen (15) days to cure any issue that affects eligibility. If uncured, the Company may permanently withhold the disputed Commission.

Acceptable Lead Definition

For a lead to qualify as acceptable and eligible for Commission, it must:

be submitted via the Affiliate Tool with complete and accurate contact information,
demonstrate genuine interest in Company’s Services, and
not originate from fraudulent, automated, or incentivized methods.

The Company shall make the final determination as to lead acceptability in its sole discretion.

Eligibility Requirements

In order to be eligible for appointment as a Affiliate under this Agreement you must (i) not be a competitor of the Company or any of its affiliates, and (ii) As a Affiliate under this Agreement, you hereby represent, warrant, and covenant that you will meet the following requirements:

use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreements and any campaign you participate in for us;
conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company’s Services, the goodwill and reputation of the Company, and on the Company generally;
avoid deceptive, misleading, and unethical practices;
not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or its Services; and
comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your obligations hereunder.

Commission and Payment

In order to receive payment under this Agreement, you must have:

agreed to the terms of this Agreement (generally completed through the Affiliate Tool);
completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions,
have a valid and up-to-date payment method in the Affiliate Tool with such account
completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

Our ability to pay you Commission will be dependent on you providing us with up-to-date payment method in the Affiliate Tool. If you do not provide these details, or if there are errors in this details, then we may not be able to pay you for the relevant campaign.

Audit and Clawback

The Company may, upon reasonable notice, audit Affiliate’s records related to submitted leads and commission claims no more than once per calendar year. If an audit reveals overpayments or ineligible leads, the Company may deduct such amounts from future Commission payments or require reimbursement. Affiliate shall cooperate fully with any audit.

Authority

Affiliate has no authority to distribute or resell the Company services or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of the Company. Affiliate shall not make or provide any representations or warranties to any leads or any other third party with respect to the Company or the Company Services. Affiliate shall be solely responsible for all representations and warranties it makes regarding the Company or the Company Services that are unauthorized or inconsistent with the Company Materials or the scope of the campaign it is participating in.

Engagement with Leads

Once we have received the Affiliate Lead information, we may elect at our discretion to engage with the prospect directly. Any engagement between the Company and a Affiliate Lead will be at the Company’s discretion.

License

Subject to Affiliate’s compliance with all terms of this Agreement, The Company hereby grants to Affiliate a revocable, non-transferable, worldwide, non-exclusive license during the Term to market and promote the Company’s Services in accordance with the scope of the relevant campaign in the Affiliate Tool. Any Company Materials provided to you must be utilized in a manner consistent with Company’s trademark policies and brand guidelines promulgated and provided to you from time to time. The Company grants no rights under this Agreement to Affiliate to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors of any of our materials or the Services.

Third Party Payment Processors

Companies may utilize third party payment processors or service providers (collectively, “Payment Processors”) in order to facilitate payments under the Affiliate Program. Affiliate is solely responsible for providing and maintaining with the Company and the Payment Processor(s), its current contact information and address for receipt of payments under this Agreement. The Company will have no liability for, and will not resend, payments returned due to incorrect payment addresses. Payments due hereunder will be made within forty-five (45) days after the end of the calendar month in which the corresponding amounts are collected by the Company.

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 amount as per the Affiliate Tool.

Quality Control

Any uses by Affiliate of the Services, Company Marks, or Company marketing materials shall conform to all standards set by the Company from time to time, and not be sold, used, distributed, or disclosed by Affiliate unless approved by Company. Affiliate acknowledges and agrees that this Section constitutes a material term of this Agreement.

Trademarks

You grant 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. If we provide our trademark via the Affiliate Tool during the term, you may use it in accordance with the following conditions:

You must:

Use only the provided, unaltered trademark images;
Use our trademarks solely in connection with the Affiliate Program and this Agreement;
Follow our Trademark Usage Guidelines;
Immediately stop use upon our request.

You must not:

Use our trademark in a misleading or disparaging manner;
Imply our endorsement, sponsorship, or approval of your products or services;
Use our trademark unlawfully or with obscene, indecent, or illegal content.

We may, with reasonable notice, audit your use of our trademarks and marketing materials for compliance. You must cooperate and promptly fix any issues found. Unauthorized use is a material breach, and we may seek injunctive or equitable relief to stop or correct it.

Trademark License Revocation

The license granted to Affiliate for use of Company trademarks may be revoked by the Company immediately upon written notice if:

Affiliate breaches any provision of this Agreement;
use of the marks is inconsistent with Company’s guidelines or causes reputational harm; or
this Agreement is terminated or expires. Affiliate agrees to immediately cease use and remove all Company marks upon notice of revocation.

Proprietary Rights

No license to any software is granted under this Agreement. The Company’s Services are protected by Intellectual Property Laws and remain the exclusive property of the Company or its licensors. Affiliate acknowledges the Company’s sole ownership of the Services, Trademarks, and marketing materials, including all derivatives, updates, modifications, and copies. All related goodwill belongs exclusively to the Company. Affiliate shall not use the Company’s Intellectual Property in a way that implies ownership by the Affiliate.

Confidentiality

Each party (the “Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (the “Disclosing Party”) in connection with this Agreement, whether disclosed orally, in writing, or by other means. “Confidential Information” includes business, technical, financial, and other proprietary information, whether marked confidential or not.

The Receiving Party will:

use Confidential Information only for purposes related to this Agreement;
disclose it only to personnel or agents with a need to know and under similar confidentiality obligations; and
(protect it with at least reasonable care.

Confidentiality obligations do not apply to information that is publicly available, lawfully received from a third party, known without restriction prior to disclosure, or independently developed without use of the Disclosing Party’s information. Disclosure required by law is permitted with prior notice, if legally allowed.

Term and Termination

Term and Termination. This Agreement remains in effect while you participate in the Affiliate Program, unless terminated.

Termination Without Cause: Either party may terminate with 30 days’ written notice.
Termination for Agreement Changes: If we update or replace this Agreement, you may terminate with 5 days’ written notice—provided you send notice within 10 days of our change notice.
Termination for Cause: Either party may terminate:
1. with 30 days’ notice for a material breach if uncured;
2. with 15 days’ notice for non-payment if unpaid;
3. immediately, if either party files for bankruptcy or similar proceedings;
4. immediately, if you breach your subscription terms or default on related payments;
5. immediately, if your actions negatively impact us, our prospects, or customers.

Effects of Termination or Expiration.

The Affiliate remains eligible for Commission only if:
1. the Company terminates the Agreement without cause;
2. the Affiliate terminates with cause; or
3. the Affiliate terminates due to Agreement Changes, provided the related Affiliate Lead is valid within 30 days of expiration or termination.
If the Company terminates for cause, the Affiliate’s Commission rights end immediately upon termination.
Except as stated in this Section 18.5, no Commission is due after expiration or termination.
Upon expiration or termination, the Affiliate must immediately stop using and delete all Affiliate Tools provided by the Company.
Any Affiliate Lead generated before expiration or termination becomes invalid, though the Company may retain and use such leads at its sole discretion.
Upon expiration or termination, the Affiliate must stop using the Company’s trademark and remove all references to the Affiliate Program from all materials. Customer subscription agreements remain unaffected.
Even if the Company engages with Affiliate Leads post-termination or expiration, it owes no Commission or attribution for those leads, regardless of their validity or submission date, and retains sole discretion over their use.

Post-Termination Lead Use

Notwithstanding any termination of this Agreement, the Company may continue to engage with leads submitted by Affiliate prior to termination, provided that such use complies with applicable data protection laws. Affiliate represents that all submitted leads have been collected with valid consent permitting transfer and continued use by the Company for sales and marketing purposes.

Affiliate Representations and Warranties

You represent and warrant that:

you have all necessary rights and permissions to participate in the Affiliate Program and to provide Company with Affiliate Leads for sales and marketing or as stated in this Agreement;
your participation does not conflict with any existing agreements or obligations; and
you own or have rights to use and grant Company the right to use the Affiliate Marks.

You further represent and warrant that:

you will comply with all applicable trade and regulatory requirements related to your participation;
you will accurately list in the Affiliate Tool all websites and domains you own and use to generate Affiliate Leads;
you will not use cookie stuffing, pop-ups, or false/misleading links;
you will not mask referring URL information;
you will not use your leads to buy Company products for yourself; and
you will only generate leads through genuine consumer actions, not through personal data compilations, fake redirects, automation tools (e.g., robots or frames), or incentive-driven tactics.

You also represent and warrant that all lead generation activities will comply with data protection, privacy, and marketing laws governing personal data. You agree to indemnify and hold harmless Company, its affiliates, and their personnel from any claims, damages, or costs (including attorney fees) resulting from your breach of this clause or any privacy law violations related to Affiliate Leads.

Indemnification

You agree to indemnify, defend, and hold us and our affiliates (including officers, directors, employees, agents, service providers, and licensors) harmless, at your expense, against any third-party claim, suit, action, or proceeding (“Action”) brought by an unaffiliated third party, to the extent arising from:

your participation in the Affiliate Program;
your use of prospect data you provided;
your breach of this Agreement;
your use of the Affiliate Tool; or our use of the Affiliate Marks.

We will notify you in writing within 30 days of learning of the claim, give you sole control of its defense or settlement, and provide reasonable assistance at your expense. You may not settle any claim without our prior written consent if it:

imposes obligations on us;
requires us to admit fault; or
imposes uncovered liability or restrictions on us.

Disclaimers; Limitations of Liability

Neither party, nor its respective officers, representatives, agents, employees, insurers, licensors, and service providers, shall be liable to the other party for any lost profits or costs of procurement of substitute goods or services, or for any indirect, special, incidental, or consequential damages whatsoever, including damages for lost data, however caused and under any theory of liability, including, but not limited to, contract, products liability, strict liability, warranty, and negligence, and whether or not such person was or should have been aware or advised of the possibility of such damage. The foregoing limitation of liability shall apply notwithstanding any failure of essential purpose of any limited remedy.

Company’s aggregate liability to Affiliate under this Agreement shall be limited to the total amount of Affiliate Commission owed to Affiliate within the last three (3) months immediately prior to the claim(s) giving rise to such liability.

The limitations and exclusions of liability set forth in this section shall not apply to the defense and indemnification obligations contained in this Agreement or for any breach of ownership or confidentiality.

Warranty Disclaimer

Except as expressly set forth in this Agreement, each party hereby disclaims all other warranties express, implied, or statutory, including, without limitation, all implied warranties of merchantability, infringement, and fitness for a particular purpose. To the extent either party may not, as a matter of applicable law, disclaim any warranty, the scope and duration of such warranty shall be the minimum permitted under such law.

General

Amendment; No Waiver
We may update or replace this Agreement at any time. Updates will be shared via the Affiliate Tool and/or email. Material changes (e.g., to commission eligibility, obligations, or rights) will include prior notice. If you disagree, you may terminate per Section 18.3. Continued participation after the notice period constitutes acceptance.

Applicable Law
This Agreement is governed by the laws of the Company’s principal business location at the time of any dispute. Legal actions must be filed in that jurisdiction’s state or federal courts.

Force Majeure
Neither party is liable for delays or failure due to war, natural disasters, outages not caused by the obligated party, government restrictions, or other events beyond control. Both parties will try to mitigate such effects.

Relationship of the Parties
No joint venture, partnership, employment, or agency is created. Affiliate cannot make representations or commitments on our behalf and must avoid statements implying otherwise.

Disclosure of Affiliate Relationship
Affiliate must disclose their referral relationship to leads or customers and will indemnify the Company for any liability resulting from failure to do so.

Compliance with Applicable Laws
You and your agents must comply with all relevant laws, including export and anti-spam laws. No deceptive, unethical, or illegal marketing. Comply with U.S. OFAC sanctions and export laws—do not allow use or transfer of Company Products to prohibited entities or regions.

Non-Solicitation
For 12 months post-termination, you may not solicit business from any Company customers, prospects, or employees you had material contact with, unless we consent in writing.

Severability
If any part of this Agreement is unenforceable, it will be replaced with a valid provision matching the original intent. The rest of the Agreement remains in effect.

Notices
Notices go to the addresses listed in this Agreement or your affiliate account. Electronic notices may be sent via email or phone using your contact info on file.

Entire Agreement
This Agreement is the full agreement between the parties, overriding any prior terms or purchase orders. Modifications require written approval by both parties. It will be interpreted according to its terms without bias toward either side.

Assignment
You may not transfer this Agreement without our written consent. We may assign it to an affiliate or via merger, asset sale, or similar event.

Survival
The following survive termination: Commission and Payment, Proprietary Rights, Confidentiality, Effects of Termination/Expiration, Indemnification, Disclaimers; Limitation of Liability, Non-Solicitation, and General.