The Pitchfully Partner Program: Terms of Service

Terms for the Pitchfully Partner Program

These terms and conditions form a legal agreement (“Agreement”) between Pitchfully Enterprise LLC (“Pitchfully”, “we”, “us”) 125 West South Street #1952, Indianapolis, IN 46206, and you (the “Partner”, “you”), each a “Party” and collectively the “Parties”.

By joining the Pitchfully Partner Program (the “Partner Program”) through the Thrivecart platform you agree to be bound by this Agreement. If you do not agree with this Agreement you cannot join the Partner Program.

This Agreement is separate and in addition to any agreement you may have with Thrivecart for the use of Thrivecart’s platform (the “Thrivecart Platform”). You acknowledge that Pitchfully is not a party to any such agreement with Thrivecart, and that Pitchfully is not responsible for the performance of Thrivecart and/or the Thrivecart Platform.

We reserve the right to update this Agreement from time to time and will inform you in advance if we make significant changes to this Agreement. If you continue to use the Partner Program after such changes, this will constitute your unreserved acceptance of the changes.

1. Definitions

“Customer” means a person or business who is not an Existing Pitchfully Customer, who is neither an employee, employer, nor a consultant of the Partner, and who enters into a Service Contract via the Referral Link;

“Existing Pitchfully Customer” means an account (including all sub-accounts) to which Pitchfully has provided a paid plan of the Services in the previous twelve months;

“Net Income” means the payments received by Pitchfully for the Services under a Service Contract, less any services tax (GST), and/or other applicable sales tax, merchant and/or platform fees and less any discounts or rebates granted by Pitchfully; 

“Referral Fees” means the fees due to Partner under this Agreement for referrals that led to a Service Contract and calculated in accordance with section 6 (Referral Fees);

“Referral Link” means a unique URL link, provided to the Partner via the Thrivecart Platform, that allows Pitchfully to recognise a prospective Customer as being referred to Pitchfully by the Partner; 

“Service Contract” means a binding agreement concluded online between Pitchfully and a Prospective Customer (as referred by Partner) in respect of Services supplied by Pitchfully where such contract is evidenced by the use of the Partner’s Referral Link, deal registration form, or such other channel as we may accept in our sole discretion;

“Services” means:

(i) the SaaS services that Pitchfully offers as described at www.Pitchfully.io

(ii) Pitchfully Enterprise plans are excluded from this definition

2. Eligibility 

2.1 You must be at least 18 years old to join the Partner Program. Consumers are not eligible to join the Partner Program. 

2.2 Joining the Partner Program: You must submit an application to join the Partner Program through the Thrivecart Platform. Pitchfully will then approve or deny your application at its sole discretion. 

3. Referrals 

3.1 Once you are granted access to the Partner Program by Pitchfully, you will be provided with a Referral Link via the Thrivecart Platform that you can share with prospective Customers*.

3.2 A referral will be created when someone signs up for Pitchfully via the Pitchfully website through your Referral Link. Manual referral submissions are not permitted.

3.3 Your referrals are expected to appear in your Thrivecart account within a reasonable period. While we make our best efforts to ensure timely updates, there may be occasional delays. 

3.4 You may not use the Partner Program to earn Referral Fees for your own accounts or personal use of the Services.

4. Challenges

4.1 From time to time, and at Pitchfully’s sole discretion, Pitchfully may introduce certain challenges or other bonus programs that will entitle Partners in general or a specific selection of partners as selected by Pitchfully, to strive to win specific monetary or non-monetary rewards. Depending on the challenges, such rewards will be awarded by Thrivecart in your Thrivecart account or by Pitchfully directly.

4.2 Pitchfully, acting reasonably, reserves the right to exclude or reject you from such challenges, bonus programs and/or rewards, and to introduce, amend, or cancel challenges, bonus programs and/or rewards at any time.

5. Guidelines and Restrictions

5.1 You must promote the Services using only the marketing materials made available to you by Pitchfully through the Thrivecart Platform (“Materials”). You must not duplicate, crop, add to, alter, or modify the Material except that you may add your name, logo, or make other similar non-material changes to the Materials. If you wish to create new marketing material using the Pitchfully Marks, you must submit such material to Pitchfully for written approval before use. Pitchfully may, in its sole discretion approve the material or request that such materials be changed prior to any use.

5.2 You must not:

1. make or give any promises, representations, warranties, or guarantees concerning the Services other than those expressly set out in the Materials. Pitchfully will not be responsible for any representations you make that contradict our rules, policies, or operating procedures;
2. bid on or purchase keywords or search terms that contain the term “Pitchfully”, or any variations or misspellings of it;
3. use Pitchfully’s name or trademarks or any variations or misspellings of them, in your domain name or social media profiles names;
4. use any aggressive or unethical form of promotion such as, without limitation, sending unsolicited email (spam), posting your Referral Link in online forums or message boards, or providing cashback or other incentives unless you have sought our prior approval for such incentives; or 
5. do anything illegal or that is detrimental to Pitchfully’s goodwill or reputation.

6. Referral Fees

6.1 During the Term of this Agreement, and provided the Customer continues to pay Pitchfully for the Services, the Partner will be entitled to receive Referral Fees as stated below: 

• 15% of Net Income generated by a monthly Service Contract; or 
• 25% of Net Income generated by an annual Service Contract;

6.2 For the avoidance of doubt, an Existing Customer cannot be a Customer under this Agreement and therefore Pitchfully will not pay any Referral Fees in connection with Services supplied to an Existing Customer, even if that Existing Customer used the Partner Link.

6.3 Payments from Customers that are refunded or for which a chargeback has been submitted do not qualify for Referral Fees. Pitchfully reserves the right to amend the above Referral Fee structure at any time at its sole discretion.

7. Payment

7.1 Referral Fees for monthly and annual Service Contracts will be paid by Pitchfully using Thrivecart and Thrivecart will process and distribute the Referral Fees via PayPal, after deduction of Merchant fees, through the Thrivecart payment portal*, in accordance with Thrivecart’s terms of use.

7.2 We will process payments in accordance with our standard commission guidelines from time to time.

7.3 We may delay the credit of Referral Fees to you, and therefore delay the payment by Thrivecart, due to risk analysis considerations and Anti-Money Laundering procedures. If we suspect or detect fraud, we will suspend your participation in the Partner Program while we investigate further.

7.4 Where you have already received payment in relation to fraudulent activities, Pitchfully reserves the right to: a) apply a credit on your future Referral Fees or to demand a reimbursement from you; and b) disqualify Referral Fees earned through fraudulent or illegal methods, or in breach of section 5 (Guidelines and restrictions).

7.5 All disputes regarding Referral Fees must be submitted in accordance with Thrivecart’s Terms of Use.

8. Pricing & Availability of the Services

Pitchfully will determine the prices to be charged for the Services. Services prices and availability may vary from time to time at Pitchfully’s sole discretion. 

9. Intellectual Property and License

9.1 Subject to the rest of this section 9, Pitchfully grants to You, during the Term, a limited, non-exclusive, non-transferable, non-sub-licensable, royalty-free, world-wide License to use, reproduce and display the Pitchfully logo or other Pitchfully branding (“Pitchfully Marks”) solely for the purpose of promoting the Services to prospective Customers solely in accordance with this Agreement, with Pitchfully’s instructions and the Pitchfully’s Design Language Guidelines (“License”). All goodwill in the Pitchfully Marks arising from their use under any License will be owned by Pitchfully. Pitchfully reserves all its rights, title and interest in all Rights in the Pitchfully Marks. If this Agreement terminates for any reason, your right to use the Pitchfully Marks under the License will end immediately.

9.2 You agree that Pitchfully may use your name and trademark for the sole purpose of identifying you as a participant in the Partner Program and in sales presentations, promotional/marketing materials, and press releases about the Partner Program. Pitchfully will cease this use upon termination of this Agreement.

9.3 Partner acknowledges Pitchfully’s proprietary rights in the Pitchfully’s Marks and undertakes not to do any act either alone or jointly with others that may jeopardise, limit, interfere or in any way infringe the Pitchfully Marks, in particular, Partner will not use the Pitchfully Marks in any form of SEM or SEO activity, including without limitation, targeting or placing advertisements on keywords or phrases containing the Pitchfully Marks and name, or variations or misspellings of the same. For the avoidance of doubt, you may not bid on Pay per Click or Pay per Impression campaigns on any keywords or phrases containing the Pitchfully Marks or name, registered URLs, or on any variations, abbreviations, or misspellings of the same. 

10. Term and Termination of the Agreement 

10.1 The term of this Agreement begins upon Pitchfully’s acceptance of your Partner Program application and continues until and unless terminated by either Party giving the other Party notice of termination by email. If you remove the Partner Program from your Thrivecart dashboard, this will terminate this Agreement. Pitchfully reserves the right to close the Partner Program at any time. Upon Partner Program closure this Agreement will terminate, you will be able to withdraw via Thrivecart any legitimate outstanding Referral Fees.

10.2 Pitchfully, acting reasonably, has the right to suspend or terminate your participation in the Partner Program without notice and to refuse any and all current or future use of the Partner Program at any time. Such suspension or termination will result in the deactivation of the Partner Program from your Thrivecart account, and the forfeiture and relinquishment of all potential or accrued Referral Fees if they had been earned through fraudulent or illegal methods or through a breach of section 5 (Guidelines and restrictions).

10.3 Upon termination of this Agreement, and therefore the License, Partner will immediately cease use of, and remove from your site, all Materials provided under the Partner Program, and will, at Pitchfully’s choice, return or destroy any Materials and other materials that mention Pitchfully or any of the Services or which includes the Pitchfully Marks. 

11. Confidentiality

11.1 Neither party will disclose to any person any information, whether in written or any other form, disclosed by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”) and which is identified as confidential or is clearly by its nature confidential (“Confidential Information”) except insofar as the Confidential Information: (a) is required by a person employed or engaged by the Receiving Party in connection with the proper performance of this Agreement (but only to the extent that any person to whom the information is disclosed needs to know the same for the performance of their duties and provided the Receiving Party procures that all such persons are aware of the obligation of confidentiality and undertake in writing to comply with it); or (b) is required to be disclosed by law (provided that, where permitted by law, the party disclosing the information will notify the other party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure will be made and takes all reasonable action to avoid and limit such disclosure).  

11.2 Neither Party will use the other Party’s confidential information for any purpose other than to perform its obligations under this Agreement. All documents and other records (in whatever form) containing confidential information supplied to or acquired by Partner from Pitchfully will be returned promptly to Pitchfully on termination of this Agreement, and no copies will be kept.

12. Data Protection

Each Party, to the extent it collects or process personal data in connection with the Partner Program, will comply with all data protection legislation applicable to such collection or processing of personal data.

13. Limitations of Liability

13.1 In no event will Pitchfully or any of its representatives be liable for any direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs, or other information, or any other measurable loss) arising directly or indirectly from or in connection with this Agreement and/or the Partner Program whether arising out of errors, omissions, loss of data, defects, viruses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Pitchfully or its suppliers have been expressly advised of the possibility of such damages. 

13.2 Nothing in this section will exclude or limit Pitchfully’s liability for: a) death or personal injury caused by negligence; b) fraud; c) misrepresentation as to a fundamental matter; or d) any liability which cannot be excluded or limited under applicable law.

13.3 Pitchfully’s maximum aggregate liability under or in connection with this Agreement and/or the Partner Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), will be limited to a sum equal to the Referral Fees you have received in the twelve (12) month period immediately prior to the event giving rise to such Claim.

14. Relationship

No joint venture, partnership, employment, or agency relationship exist between the Partner and Pitchfully. In particular, Partner is trading as an independent contractor without the authority to bind or commit Pitchfully, with respect to the provision of any Services and is not in any way an agent or representative of Pitchfully and nothing in this Agreement creates or is intended to create a relationship where Partner is an agent of Pitchfully. The Partner will have no authority to make or accept any offers or representations on Pitchfully’s behalf and will not do any act which might reasonably create the impression that Partner is so authorised. Partner will not make any statement, whether on its website or otherwise, that reasonably would contradict anything in this Agreement.

15. Force majeure

If we are prevented from performing any or all of its obligations of this Agreement by any act, event, omission, or condition beyond our control, including within limitation, strikes, riots, terrorist attack, war, fire, explosion, epidemics, natural disasters, or acts, legislation, decrees and regulations of any government, or the downtime or unavailability of the internal or communication networks (a “Force Majeure Event”), we will give you written notice within three (3) business days of the occurrence of the Force Majeure Event and we will be excused from such performance during, but not longer than, the continuance of such Force Majeure Event.  We will take reasonable steps to find ways to perform our obligations despite the Force Majeure Event. Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.

16. Notice

We may give notice to you either at the email address you provided to us when registering for the Partner Program, or by sending you a message on Thrivecart. Notice will be deemed received and properly served immediately after an email or message is sent. You may give notice to us at partners@pitchfullyenterprise.com.

17. Severability

If any of provision or part-provision of this Agreement is found by any court having competent jurisdiction to be invalid, unlawful, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section 17 will not affect the validity and enforceability of the rest of this Agreement.

18. No waiver

Either Party’s failure to enforce, at any time, any of the provisions of this Agreement or the failure to require, at any time, the performance of either Party of any of the provisions of this Agreement will in no way waive either Party’s obligation to comply with any of the provisions of this Agreement or either Party’s ability to enforce such provision. 

19. Entire agreement

19.1 This Agreement and any document expressly referred to in it (if any) represents the entire agreement between the Parties concerning the Partner Program and supersedes all and any prior agreement, understanding or arrangement, written or oral between the Parties. The Partner confirms that, in agreeing to be bound by this Agreement, it has not relied on any of Pitchfully’s statement, representation, warranty, understanding, undertaking, promise, or assurance (whether negligently or innocently made) except as stated in this Agreement, and agrees that it will have no remedy in respect of any misrepresentation which has not become a provision of this Agreement. This section will not apply in respect of any fraudulent or negligent misrepresentation.

19.2 The Partner acknowledges that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Agreement except as expressly stated herein.

20. Governing law and arbitration

This Agreement and the Partner’s use of the Partner Program are governed by and construed in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Indiana without giving effect to principles of conflicts of law thereunder. All controversies, disputes or claims arising out of or relating to this Agreement shall be resolved by binding arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. All arbitrators shall possess such experience in, and knowledge of, the subject area of the controversy or claim so as to qualify as an “expert” with respect to such subject matter. The governing law for the purposes of any arbitration arising hereunder shall be in Marion County, Indiana. The prevailing party shall be entitled to receive its reasonable attorney’s fees and all costs relating to the arbitration. Any award rendered by arbitration shall be final and binding on the parties, and judgment thereon may be entered in any court of competent jurisdiction.