This Partner Program Agreement (the “Agreement”) is a binding agreement between Pancake Laboratories, Inc, (“Pancake”) and you, the business entering into this Agreement, (“Partner”), (collectively the “Parties”). This Agreement governs your participation in the ShortStack Partner Program as further described herein (the “Program”).
YOU MAY NOT PARTICIPATE IN THE PROGRAM IF YOU DO NOT ACCEPT THIS AGREEMENT. To enroll in the Program, Partner must accept the Program terms available on the PartnerStack platform.
Purpose. Pancake is in the business of offering an online marketing platform for online contests, social media contests, landing pages and sending emails. Partner can refer prospective customers to Pancake. This Agreement provides the terms and conditions under which the Partner will refer customers and earn referral fees as part of the Program.
Referral Arrangement. By accepting this Agreement and participating in the Program, Partner may refer new prospective customers (“New Customers”) to Pancake on a non-exclusive basis. Pancake will pay Partner a fee for each Successful Referral (“Referral Fee”). A “Successful Referral” occurs when: (a) a New Customer signs up for a new ShortStack account directly using Partner’s dedicated “Partner Link” provided by Pancake and (b) the New Customer converts to a paid ShortStack subscription following the use of the dedicated Partner Link to Pancake. Further, a referral will only be a “Successful Referral” if the New Customer is not a customer that (i) Pancake is already in contact with about providing services, (ii) has already been referred to Pancake by a third party, or (iii) is the Partner/Partner’s place of employment.
Referral Fee. For each Successful Referral, Pancake shall pay Partner a payout based on the price of the subscription of each New Customer referred by Partner. For the specific payouts, see https://shortstack.partnerstack.com/ .
Payments. Payments in the Program are handled by PartnerStack. In order to receive payments under this Agreement, Partner must create and maintain an account with PartnerStack in PartnerStack’s online or app-based dashboard (“PartnerStack Platform”), which is provided pursuant to terms directly between the PartnerStack and Partner. Partner must keep all information updated and complete within the PartnerStack Platform to receive proper payments. Payments unable to be made due to incorrect payment email addresses or other incorrect information will not be returned. The PartnerStack Platform will reflect payment history to Partner, and the parties agree that: (a) the data shown in the PartnerStack Platform will govern payments to be made, subject to Pancake’s right to correct errors based on its own records and (b) records and payments will be deemed complete, incontestable, and final twelve (12) months after the applicable Successful Referral occurs.
Relationship of the Parties. Partner is an independent contractor of Pancake and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between the Pancake and Partner for any purpose. Partner has no authority (and shall not hold itself out as having authority) to bind Pancake and Partner shall not make any agreements or representations on Pancake’s behalf. Either Party is solely responsible for paying all of its costs and expenses related to this Agreement.
Term. This Agreement shall commence upon the date that Partner joins the Program and will continue until otherwise terminated by one of the Parties pursuant to the Termination section of the Agreement.
Confidentiality. During the course of this Agreement, it may be necessary for either Party to share proprietary and/or confidential information with the other Party, including, but not limited to trade secrets and non-public industry knowledge (the “Confidential Information”). Either Party will not share any Confidential Information with any third party at any time. Partner will not use any Confidential information for his/her or a third party’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement.
Termination. This Agreement may be terminated at any time by: (a) either Party upon 30 days written notice to the other Party or (b) by Partner immediately upon notice if Partner breaches any provision of this Agreement. If Pancake terminates the Agreement, payment obligations of the Agreement for Successful Referrals shall survive for a period of one (1) month after termination of the Agreement; provided that Partner is only entitled to Referral Fees for New Customers which it has referred to Pancake through a Successful Referral sent prior to the effective date of termination of the Agreement.
Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement and that each Party shall comply with all applicable laws, rules, and regulations and will not violate or infringe upon any third-party rights in its performance of its rights and obligations under this Agreement. Partner further represents and warrants that:
Limitations of Liability. WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PANCAKE, AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AFFILIATES, SHALL NOT BE LIABLE TO ANY USER, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUES AND BUSINESS, ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT, OR (B) ANY DAMAGES OF ANY KIND ARISING OUT OF, UNDER OR RELATING TO PANCAKE. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, AND SHALL NOT APPLY TO ANY DAMAGE THAT PANCAKE MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW THAT CANNOT BE DISCLAIMED FROM BY THIS AGREEMENT.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PANCAKE DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY, OR GUARANTY, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PROGRAM PROVIDED OR OFFERED HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS PROVIDED STRICTLY ON AN “AS IS” BASIS AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, PANCAKE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPENSATION OR ANY OTHER BENEFITS THAT PARTNER WILL RECEIVE. ALL OF PANCAKE’S OBLIGATIONS ARE AS, AND ONLY AS, EXPRESSLY STATED IN THIS AGREEMENT. PARTNER HAS NO RESPONSIBILITY TO PANCAKE IF REFERRALS DO NOT LEAD TO SUCCESSFUL REFERRALS.
FTC Endorsement Compliance. It is the mission of Pancake to treat all customers well. In line with this, Pancake requires all Partners to comply with applicable laws, regulations and guidelines regarding advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. This means that all of Partner’s materials (e.g. emails, websites, blogs) should disclose that Partner is receiving compensation for referring customers. Pancake reserves the right to withhold the Referral Fee and terminate the relationship if Partner does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that Pancake deems appropriate. Pancake reserves the right to permanently withhold the Referral Fees and terminate this agreement if Pancake determines, in Pancake’s sole discretion, that Partner does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that Pancake deems appropriate.
No License Grant. Nothing in this Agreement shall be construed as granting Partner, by implication, estoppel or otherwise, any license or other right under any intellectual property rights of Pancake. EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, PARTNER SHALL NOT AND ARE NOT PERMITTED TO (i) USE THE PANCAKE TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, “PANCAKE IP”) (OR ANY MISSPELLINGS OR VARIATIONS THEREOF OR OTHER TERM OR TERMS SIMILAR TO ANY OF THE FOREGOING) WITHOUT PANCAKE’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE PANCAKE IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), SEARCH TERMS, KEYWORDS, CODE, OR ADVERTISING; (iii) ACT IN ANY WAY THAT CAUSES OR COULD CAUSE, CREATES OR COULD CREATE AN “INITIAL INTEREST CONFUSION” OVER THE USE OF PANCAKE IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. PARTNER’S USE OF PANCAKE IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF PANCAKE’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT PARTNER TO THE CLAIMS FOR DAMAGES (INCLUDING POTENTIAL DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY PANCAKE’S LEGAL COSTS AND FEES IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH PANCAKE SEEKS TO IMPLEMENT ITS RIGHTS UNDER THIS AGREEMENT OR IN REGARD TO ANY OF PANCAKE’S INTELLECTUAL PROPERTY RIGHTS.
Pay-per-click (“PPC”) restrictions. Unless Pancake first gives Partner written permission, Partner agrees to not bid on any of Pancake’s Restricted Terms for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks. “Restricted Terms” are any of the following: ShortStack, shortstack.com, https://www.shortstack.com/. Partner may not use Restricted Terms in a PPC advertisement’s title, ad copy, display name or display URL. Partner should direct PPC URLs to a genuine page on Partner’s website.
Social Media Restrictions. When advertising or promoting the Program on Facebook, Twitter, Instagram, YouTube and other social media platforms, Partner indicates and warrants Partner will:
Severability. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
Waiver. Pancake’s failure to act with respect to a breach of this Agreement by Partner or others does not waive Pancake’s right to act with respect to that breach or subsequent similar or other breaches.
Governing Law and Jurisdiction. Any claim under this Agreement or otherwise related to Pancake shall be governed by the laws of the State of Nevada without regard to its conflict of law provisions, and shall be exclusively resolved by a state or federal court located in Washoe County, Nevada. You agree to submit to the personal jurisdiction of the courts located within Washoe County, Nevada, for the purpose of litigating all such claims. Notwithstanding the above, Partner agrees that Pancake shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Limitations. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
Assignment. Partner shall not assign, transfer, or delegate any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Pancake. Pancake may freely assign this Agreement.
Modifications. Pancake reserves the right to revise this Agreement at any time without notice. By participating in the Program, Partner agrees to be bound by the current version of this Agreement.
Entire Agreement. Partner agrees that this Agreement constitutes the entire, complete and exclusive Agreement between Parties regarding the Program, and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
This Agreement was last updated on April 19th, 2021.
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